Deals – 6 May 2010

Allen & Gledhill LLP has also advised Raffles City China Fund Limited (RCCF) – a private equity property fund established by CapitaLand Limited to invest in the “Raffles City” brand of large scale integrated developments located in various cities of China – and its fund manager RCCF Management Pte Ltd in respect of RCCF increasing its fund size from US$1 billion to US$1.18 billion at a second closing, with the option to further increase up to US$1.5 billion at one or more subsequent closings by the end of the term. Furthermore, in line with CapitaLand’s strategy to rationalise the holding of its “Raffles City” brand integrated developments in China through RCCF, CapitaLand China Development Fund Pte Ltd and CapitaLand China CCDF (Cayman) Holdings Co Ltd agreed to transfer Raffles City Ningbo to RCCF for approximately US$125 million, subject to post-completion adjustments. Partner Jerry Koh led the firm’s advisory team.

Allens Arthur Robinson is acting for Newcrest Mining Limited (Newcrest), one of the leading gold companies in the world, on its proposed merger with Lihir Gold Limited (Lihir), a leading global gold company with operations in Papua New Guinea, Australia and West Africa. Under the Merger Implementation Agreement Newcrest will acquire Lihir, subject to certain conditions, under a scheme of arrangement. The combined organisation is envisioned to be Asia-Pacific’s leading gold producer. The transaction is valued at approximately A$9.5 billion (US$8.6b). Partner Jon Webster led the firm’s advisory team. Blake Dawson advised Lihir.

Allens Arthur Robinson’s has also acted for UBS AG Australia Branch, as the sole underwriter, in respect of the A$250 million (US$227m) accelerated renounceable entitlement offer by leading crop protection company Nufarm Limited (Nufarm) that was announced on 20 April 2010. The offer follows completion of the acquisition by Sumitomo Chemical Co Ltd of a 20 percent stake in Nufarm under a tender offer. The proceeds of the offer will be used to strengthen Nufarm’s balance sheet and place the company in a better position to pursue growth opportunities. The firm’s advisory team was led by partner and co-head of equity capital markets Robert Pick.

Finally, Allens Arthur Robinson’s has acted for Macquarie Capital Advisers Limited and UBS AG Australia Branch (UBS) as the joint lead managers and underwriters in respect of the A$76 million (US$69m) institutional placement by Super Cheap Auto Group Limited (SCAG) announced on 27 April 2010. The proceeds of the placement will be used by SCAG to fund its acquisition of leading outdoor leisure retailer Ray’s Outdoors. Partner Robert Pick led the firm’s advisory team, whilst Sidley Austin acted as US counsel for UBS. Arnold Bloch Leibler acted as Australian counsel and Baker & McKenzie acted as US counsel for Nufarm. Mallesons Stephen Jaques acted as Australian counsel for SCAG, led by Brisbane M&A partner John Humphrey.

Appleby has acted as Cayman counsel for Lansen Pharmaceutical Holdings Limited (Lansen) in respect of its listing on the HKSE on 7 May 2010. Its major shareholder is Cathay International Holdings Limited (Cathay), a Bermuda company listed on the London Stock Exchange which, apart from its pharmaceutical line of business through the Lansen group, is principally engaged in investment in hotels as well as the production and sale of health care products. Proceeds from the offer (excluding greenshoe option) are estimated to be around HK$552.7 million (US$71m) and will be used to fund, amongst other things, R&D, potential acquisitions of pharmaceutical companies, and expansion of production facilities and its sales and distribution network. The firm’s advisory team was led by corporate partner Judy Lee.

AZB & Partners has advised Matrix Partners India Investments LLC in respect of its acquisition of 15 percent of the share capital of Bhartiya Samruddhi Finance Limited, by way of subscription to a fresh issue of shares along with purchase of shares from one of the promoters. The acquisition was undertaken for an aggregate consideration of INR1 billion (US$22m). Partner Abhijit Joshi led the transaction.

AZB & Partners has also advised Tata Realty and Infrastructure Limited (Tata Realty) in respect of the subscription by Actis Infrastructure India PCC Limited and Actis Infrastructure Roads Limited to 35 percent of the share capital of TRIL Roads Private Limited (TRIL Roads). Tata Realty will directly and indirectly subscribe to remaining 65 percent of the share capital of TRIL Roads, which is engaged in the management, operation and maintenance of roads and highways. The transaction, which was approximately valued at US$200 million, was completed on 29 April 2010. Partner Sai Krishna Bharathan led the transaction.

In addition, AZB & Partners has advised Mitsui & Co Limited (Mitsui) in respect of its agreement with Ruchi Global Limited to create a 50:50 joint venture company to establish and operate steel service centers in India to cater to the automotive, white goods and construction sector. Mitsui is a global leader in the steel service centre business and operates about 60 steel service centres across more than 20 countries worldwide, and the proposed centres will mark its maiden venture in India. Ruchi Group has interests in businesses ranging from steel to food products. Partner Aditya Bhat led the transaction.

AZB & Partners has also advised Tata Motors Limited (Tata Motors) in respect of the assignment of certain receivables of Tata Motors to Standard Chartered Bank. The transaction, which was completed on 31 March 2010, was valued at approximately INR9 billion (US$200m). Partner Vishnu Jerome led the transaction.

Moreover, AZB & Partners has advised the underwriters – consisting of JM Financial Consultants Private Limited, IDBI Capital Market Services Limited, IDFC Capital Limited and SBI Capital Markets Limited – in respect of the IPO of equity shares of SJVN Limited (SJVN), by way of offer for sale by the President of India. SJVN is a joint venture of the Governments of India and Himachal Pradesh, and has aims to plan, investigate, organize, execute, operate and maintain hydro-electric power projects. The IPO was filed with the Securities and Exchange Board of India on 15 April 2010. Partner Meera Singh led the transaction.

Finally, AZB & Partners has advised Bharti Airtel Limited (Bharti) in respect of its acquisition of the 15-country Africa operations of Zain Africa BV (Zain). The acquisition has been undertaken through the purchase by Bharti of a 100 percent equity stake of Zain held by MTC Telecommunication Co. The acquisition makes Bharti the world’s fifth largest wireless company with operation across 18 countries, and will increase Bharti’s subscribers by approximately 40.1 million. The transaction, yet to be completed, is valued at approximately US$9 billion. Partners Ajay Bahl and Gautam Saha led the transaction.

Clifford Chance has advised Stockholm-listed SCA in respect of the sale of its Asian packaging business to International Paper for US$200 million. SCA develops, produces and markets personal care products, tissue, packaging, publication papers and solid-wood products, and sells products in more than 100 countries. Its workforce of 50,000 includes 4,500 employees at 15 plants in China, Singapore, Malaysia and Indonesia. Partner Amy Ho led the firm’s advisory team.

Clifford Chance has also advised JP Morgan and Goldman Sachs as underwriters in respect of the US$601 million top-up placement by COSCO Pacific Limited, a major container terminal operator in Hong Kong. The funds will be used to support the company’s US$520 million acquisition of an additional 13.7 percent stake in the Yantian Terminals – located at Shenzhen Port and the fourth largest container port in the world in terms of TEUs – from AP Moller-Maersk A/S, one of the world’s largest shipping and logistics groups. Partner Amy Ho led the firm’s advisory team.

Davis Polk & Wardwell LLP is advising Webzen Inc (Webzen) in respect of its merger with NHN Games Co Inc (NHN), whereby Webzen will be the sole surviving entity. Approximately 1.6 common shares of Webzen will be issued for each outstanding common share of NHN. Both companies are developers and service providers of multi-player online games. The transaction, which is expected to close by end of July 2010, is subject to approval by each company’s stockholders and the satisfaction of customary closing conditions and regulatory approvals. Partners Eugene C Gregor and Kirtee Kapoor led the firm’s advisory team.

Davis Polk & Wardwell LLP has also advised the initial purchasers – Merrill Lynch International, Morgan Stanley & Co International plc, Deutsche Bank AG Singapore Branch, and Standard Chartered Bank – in respect of the US$650 million Rule 144A/Regulation S offering by Agile Property Holdings Limited (Agile)of its 8.875% high-yield notes due 2017. Agile is one of the leading property developers in China, focusing on the development and sale of large-scale residential properties in China. The firm’s advisory team was led by partner William F Barron. Agile was advised by Sidley Austin as to US and Hong Kong law, by Conyers, Dill & Pearman as to BVI and Cayman Islands law, and by Jingtian & Gongcheng as to PRC law.

Finally, Davis Polk & Wardwell LLP has advised Morgan Stanley & Co International plc as the sole solicitation agent in respect of the solicitation of consents by Agile Property Holdings Limited (Agile) from the holders of its 10 percent senior notes due 2016 to certain amendments to the indenture governing such notes. Partner William F Barron again led the firm’s advisory team. Sidley Austin provided US law advice to Agile and its subsidiary guarantors. Conyers Dill & Pearman provided Cayman law advice to Agile and BVI law advice to its subsidiary guarantors.

DLA Piper has advised the world leading producer of thin film transistor-liquid crystal displays, LG Display Co Ltd (LGD), as borrower and issuer in respect of a US$600 million financing arrangement. The financing, which was fully committed by 12 international financial institutions, comprised of a US$350 million offshore floating rate note facility and a US$250 million onshore term loan facility. The proceeds will be primarily used for the redemption of certain convertible bond indebtedness and LGD’s general corporate funding requirements. The firm’s advisory team led by partner JC Lee, whilst Shin & Kim acted as Korean counsel to LGD. A team from Lee & Ko, led by partner Yong-Jae Chang, acted as Korean counsel whilst Linklaters acted as English counsel for the mandated lead arrangers.

DLA Piper has also advised Oppenheimer & Co as lead underwriter and sole bookrunner in respect of the public equity offering in the US by City Telecom (HK) Limited (City Telecom), a leading Hong Kong-based telecommunications company. The offering of more than 4 million American Depositary Shares (ADS), which are listed on the Nasdaq Global Market, raised US$52 million in gross proceeds. The offering marks City Telecom’s first public equity offering in the US since its dual listing in 1999. Hong Kong partners Stephen Peepels and Gene Buttrill led the firm’s advisory team. Jones Day acted as US and Hong Kong counsel to City Telecom whilst Schinders Law acted as PRC counsel to the underwriters.

Finally, DLA Piper has acted as US counsel to China Hydroelectric Corporation (CHC), a leading operator and developer of hydropower projects in the PRC, on its IPO of shares which have been listed on the NYSE. The IPO involved the issue of 6 million units, each unit consisting of one ADS and one warrant, raising US$96 million, and is the first listing of a PRC-based hydroelectric company on the NYSE. The firm’s advisory team was led by partners Jonathan Klein (New York) and Gene Buttrill (Hong Kong), whilst Global Law Offices acted as PRC counsel to CHC. Jingtian & Gongcheng acted as PRC counsel and Loeb & Loeb LLP acted as US counsel to the underwriters to the transaction.

Fried Frank has represented Merrill Lynch Far East Limited as the sole placing agent in respect of the top-up placement of 75 million shares of Chow Sang Sang Holdings International Limited (CSS). The placement raised approximately HK$998 million (US$128.5m). CSS is engaged in the retail of jewelry in Hong Kong, Mainland China, Macau and Taiwan, as well as the wholesale of precious metals and securities and futures brokerage. CSS’s ordinary shares are listed on the HKSE. The firm’s advisory team was led by corporate partners Joseph Lee and Vasiliki Tsaganos.

Gide Loyrette Nouel has advised SEMMARIS, the management company of the famous International Market of Rungis in Paris (the largest wholesale market in the world for fresh products), in respect of the establishment of a joint venture with Shenzhen Agricultural Products Company, a leading Chinese company engaged in the production and processing of agricultural products and the establishment of wholesale markets in China. The JV company, Shanghai Rungis Market Management (Shanghai Rungis), will oversee the development, construction, operation and management of new wholesale agricultural produce markets in China. SEMMARIS will hold 33.4 percent of Shanghai Rungis, with the transaction giving SEMMARIS entry into the Chinese wholesale food market for the first time. The firm’s advisory team was led by partner David Boitout.

Gide Loyrette Nouel is also acting as the Chinese counsel to STMicroelectronics (STM), one of the world’s leading electronics and semiconductor manufacturers, in respect of the US$1.27 billion acquisition of Numonyx Holding BV (Numonyx) by Micron Technology Inc. (Micron). Numonyx is STM’s flash memory joint venture with Intel Corporation (Intel) and Francisco Partners. STM, Intel, Francisco Partners and Numonyx have entered into an agreement with Micron in which Micron will acquire Numonyx under a share swap deal. The transaction is subject to regulatory review and other customary closing conditions. The firm’s advisory team was led by partner Warren Hua.

Herbert Smith has advised Axiata SPV1 (Labuan) Limited – a wholly owned subsidiary of Axiata Group Berhad (Axiata), one of Asia ‘s largest telecommunications companies – in respect of the issue of US$300 million 5.375 percent Guaranteed Notes due 2020 listed on the HKSE and the Labuan International Financial Exchange. The issue marks the first bond issuance by Axiata after its restructuring in 2008. The net proceeds will be used to refinance the existing borrowings of one of Axiata’s subsidiaries and for general corporate purposes. Goldman Sachs and Morgan Stanley were the Joint Global Coordinators. Hong Kong corporate partners Kevin Roy and Carolyn Sng led the firm’s advisory team.

J Sagar Associates has acted for Hitachi Transport System (HTS), a unit of Hitachi Japan, in its 100 percent acquisition of Flyjac Logistics Private Limited (Flyjac), a leading Indian company in the logistics and warehousing business. The transaction was an all-cash deal wherein the 100 percent shareholding was acquired by HTS from the promoters of Flyjac. The deal size was valued at approximately INR250 crores (US$5m). The firm’s advisory team was led by partner Akshay Chudasama.

Khaitan & Co has advised Skelta Software Private Limited (Skelta) in respect of the sale of 100 percent of its shares to Invensys Process Systems (S) Pte Ltd (Invensys). Skelta provides business process management (BPM) and advanced workflow software solutions whilst Invensys engages in providing technology systems, software solutions and consulting services. The firm advised Skelta and the company’s shareholders (other than SIDBI) on the transaction from an Indian law perspective, including advising on structuring, taxation, negotiation, disclosures, review of various transaction documentation and assistance in closing. Partner Rajiv Khaitan led the firm’s advisory team.

Luthra & Luthra Law Offices has acted as lenders’ legal counsel to a consortium of banks and financial institutions led by IDBI Bank Limited in respect of the US$50 million project finance lending provided by them to GVK Coal (Tokisud) Company Private Limited (GVK Tokisud), a subsidiary of GVK Power & Infrastructure Limited. GVK Tokisud will be developing and operating Tokisud North Sub-Block coal mine in South Karanpura Coalfield in the State of Jharkhand in India. The cost of the project is estimated to be US$68 million, with the mine expected to produce 3 million tons per annum. The firm’s advisory team was led by partner Vijaya Rao.

Luthra & Luthra Law Offices has also represented Rahul Nath, managing director and majority shareholder of India’s biggest corporate travel company FCm Travel Solution (India) Private Limited, in respect of disputes arising from a share purchase agreement with Flight Centre Limited (FCL), Australia’s largest travel company. The matter was successfully settled with FCL conceding almost all Rahul Nath’s original claims, including the withdrawal of all charges leveled against him. Partner Sudhir Sharma led the firm’s advisory team.

Maples and Calder has advised Vietnam Emerging Market Fund Limited (VEMFL) in respect of the Cayman Islands aspects of its shareholder approved restructuring from a closed-ended fund into an open-ended fund. The restructuring is designed to provide investors with greater liquidity. The restructuring also saw VEMFL convert from a stand-alone investment vehicle to a feeder fund in a master/feeder structure. The firm’s advisory team was led by partner Spencer Privett.

Maples and Calder has also acted as Cayman Islands counsel in respect of the launch of Black’s Link Asia Event Driven Offshore Fund Limited (Black’s Link Fund). Black’s Link Fund is structured in a master/feeder structure with the primary investment objective of generating superior risk-adjusted returns through the execution of an event-driven strategy in the Asia Pacific region. The firm’s advisory team was led by partner Greg Knowles.

Mayer Brown JSM has acted for Waste Resources GP Limited (Waste Resources) as the investor in respect of the issue of HK$156 million (US$20m) zero coupon guaranteed convertible bonds due 2015 and new shares by HKSE-listed New Environmental Energy Holdings Limited (formerly Hembly International Holdings Limited). The proceeds will contribute to the development, construction and operation of seven waste-to-energy incineration plants in China. The firm’s advisory team was led by Jack Su and Phill Smith.

Paul, Hastings, Janofsky & Walker LLP has advised Wing Lung Bank Limited and its various PRC-based affiliates in respect of a combined onshore and offshore refinancing facility of approximately US$100 million. The transaction involved several jurisdictions including Barbados, Cayman Islands, China, Hong Kong and the US. The loans have been extended to affiliates of CarVal Investors, which are holding and renovating the Yu Fashion Garden, a high-end retail property in Shanghai. The firm’s advisory team was led by corporate partner Jia Yan.

Stamford Law Corporation has advised Mapletree India China Fund Limited (MIC Fund) in respect of the revolving facility of up to US$100 million from CIMB Bank Berhad (CIMB Bank) Singapore to finance the acquisition and development of investments. MIC Fund is a dual-country total return fund focusing on the investment and development of office, retail and residential real estate in China and India, and is managed by Mapletree Investments Pte Ltd. Director Susan Kong led the firm’s advisory team.

Wong & Partners has represented Ballarpur Industries Limited, the largest publicly listed integrated paper and pulp products producer in India, in its proposed acquisition of GS Paper & Products as part of an auction sale by CVC Asia, a leading private equity fund.

Wong & Partners has also acted for Media Prima Berhad in its successful RM296 million (US$91m) voluntary general offer for shares, and proposed privatization, of NSTP Berhad. The offer was undertaken under the Malaysian Take Overs & Mergers Code.

In addition, Wong & Partners has advised Carlyle Singapore Investment Advisors Ltd, a leading global private equity fund, on the attempted RM800 million (US$246m) acquisition of a controlling interest in the Masterskill Group of Companies, a nursing and allied health private college.

Further, Wong & Partners has advised Navis Capital, an Asian private equity investment firm, on its acquisition of a control position in the Alliance Cosmetics group of companies. Partner Brian Chia, who heads the firm’s corporate & commercial practice group, led the advisory team which worked alongside Baker & McKenzie member firms in Singapore and Jakarta on the matter.

Moreover, Wong & Partners has represented the Dow Chemical Company and its group of companies in the sale of their entire interest in the OPTIMAL Group of Companies in Malaysia to Petroliam Nasional Berhad, for a purchase price of US$660 million. The assignment also involved advising on the commercial supply arrangements involving the OPTIMAL Group of Companies and the Dow Chemical Group to allow them to continue serving their current customer base with OPTIMAL products.

Finally, Wong & Partners has acted for NTT DoCoMo in connection with their US$100 million acquisition of a 16 percent stake in U Mobile Sdn Bhd and their subsequent exit from the joint venture.

WongPartnership LLP has acted for International Capital Trading in respect of real estate documentation relating to the lease of an industrial property for the storage of vehicles impounded by the traffic authorities. Partner Paul Sandosham acted on the matter.

WongPartnership LLP has also acted for a transport and logistics supplier in respect of a dispute with a Russian company over the wrongful termination of a subcontract relating to the provision of transportation and logistics for a multi-million dollar pipeline project in the UAE. Partner Paul Sandosham acted on the matter.

In addition, WongPartnership LLP has acted for a Dubai company in respect of a dispute with the franchisor under a master franchise agreement. The franchise agreement was terminated by the franchisor on the basis that the franchisee failed to open the requisite stores as provided and failed to pay monies due under the franchise agreement. The franchisee is cross claiming for breaches of the agreement on the part of the franchisor. Partner Paul Sandosham acted on the matter.

Moreover, WongPartnership LLP has acted for an international provider of IT services in respect of a claim against a major property developer in Dubai for unpaid fees amounting to over Dh7 million (US$1.9m) due under a master professional services agreement for IT services provided to its Business Bay Project in Dubai. Partner Paul Sandosham acted on the matter.

Finally, WongPartnership LLP has acted for the minority shareholders of a Dubai incorporated company in respect of a dispute with the majority shareholder of the company relating to reduction of the company’s paid-up capital and assets. The minority shareholders contend that the majority shareholders’ actions are oppressive and prejudicial to them. Partner Paul Sandosham acted on the matter.