Deals – 3 September 2010

Allen & Gledhill LLP has also advised Oversea-Chinese Banking Corporation Limited and VTB Capital PLC, as the lead managers, in respect of the issue by VTB Capital SA (VTB) of S$400 million (US$297m) 4.2 percent loan participation notes due 2012, under VTB’s US$20 billion Programme No. 2 for the issuance of loan participation notes. The notes are cleared through The Central Depository (Pte) Limited and are listed on the SGX. Partners Au Huey Ling and Glenn Foo led the transaction.

Allen & Overy has advised Thai state-owned oil and gas producer PTT Exploration and Production Public Company Limited (PTTEP) in respect of the first US-dollar denominated bonds to be issued in Thailand through its wholly-owned Australian subsidiary, Australia PTTEP Australia International Finance Pty Ltd (PTTEPAIF). In addition to the Thai tranche of approximately US$200 million US-dollar denominated bonds, PTTEP also raised US$500 million through the offering of an international tranche of US-dollar denominated bonds on a 144A basis. Both tranches have a 5 year maturity and are fully guaranteed by PTTEP. Credit Suisse and The Royal Bank of Scotland are the mandated managers for the international tranche, whilst Bangkok Bank, Kasikornbank and Krung Thai Bank are the mandated managers for the Thai tranche. Partners Stephen Jaggs and Suparerk Auychai led the firm’s advisory team.

Allens Arthur Robinson is acting for one of Canada’s largest institutional investors, Canada Pension Plan Investment Board (CPPIB), in respect of its proposed acquisition of Intoll Group (Intoll). Under CPPIB’s proposal, Intoll security holders will have the option of receiving A$1.52 (US$1.37) cash per Intoll stapled security, a scrip and cash option, or a combination of the two options. If accepted by security holders, the acquisition will be implemented via a scheme of arrangement and trust schemes. The directors of Intoll have unanimously recommended that Intoll security holders approve the transaction and elect to receive the cash option. Partner Wendy Rae is leading the firm’s team advising on the transaction, which is valued at approximately A$3.4 billion (US$3b).

AZB & Partners has advised venture capital firm Sequoia Capital in respect of its partial exit from premier clinical pathology laboratory Dr Lal PathLabs Pvt Ltd, through the sale of its approximate 16 percent share in the laboratory to US private equity firm TA Associates. The transaction, which closed on 24 August 2010, was valued at approximately US$33 million. Partner Gautam Saha acted on the matter.

AZB & Partners has also advised Jamna Auto Industries Limited in respect of its issuance of equity shares, representing approximately 6 percent of its share capital on a fully diluted basis, to Clearwater Capital Partners Singapore Fund III Private Limited and another entity. The transaction, which was valued at approximately US$5 million, was led by partner Allwyn Noronha.

Clifford Chance has advised L Capital Asia LLC (LCA), a private equity fund that specialises in the consumer sector, in respect of its investment in HKSE-listed Emperor Watch & Jewellery Ltd (EWJ), a leading luxury watch and jewellery retailer in the PRC. The investment – structured through the subscription for HK$140 million (US$18m) of bonds issued by a wholly owned subsidiary of EWJ and convertible into EWJ shares; and through the issue by EWJ of warrants with a notional amount of HK$100 million (US$13m) – gives LCA an aggregate interest of 7.46 percent in EWJ. In addition, L Capital Advisors, LCA’s fund adviser, has entered into a memorandum of understanding with EWJ to establish a strategic partnership in areas including sales expansion, brand building, advertising and marketing. Beijing-based partner Terence Foo led the firm’s advisory team.

Clifford Chance has also advised HSBC, Morgan Stanley, The Royal Bank of Scotland and Standard Chartered Bank, as bookrunners, in respect of a US$500 million bond for Hong Kong telecom company PCCW. The five-and-a-half year Reg S 4.25 percent bond was issued by PCCW-HKT Capital No 4 Limited and guaranteed by PCCW wholly-owned subsidiaries HKT Group Holdings Limited and Hong Kong Telecommunications (HKT) Limited, which are also the main operators of PCCW’s telecoms business. The transaction, which closed on 24 August, is PCCW’s first issue of international debt in five years. Partner Connie Heng led the transaction, whilst a separate team represented HSBC as trustee.

Drew & Napier LLC has acted for The Royal Bank of Scotland, NV Singapore Branch and Macquarie Capital (Singapore) Pte Limited as the joint financial advisers to RHC Healthcare Pte Ltd (RHC) – a vehicle owned by RHC Holdings Private Limited and Fortis Healthcare Limited – in respect of RHC’s S$3.2 billion (US$2.33b) voluntary conditional cash offer to acquire all the issued and paid-up ordinary shares in Parkway Holdings Limited (Parkway). RHC’s offer was one of two competing offers for Parkway, the other being Khazanah Nasional Berhad’s offer. Directors Ralph Lim and Benedict Teo led the transaction.

Hogan Lovells has advised the mandated lead arrangers and lenders in respect of two bridge finance facilities, worth a combined total of £950 million (US$1.46b), to finance the acquisition of Electricité de France Energy plc’s (EDF) electricity transmission and distribution network in the UK. A consortium, led by Cheung Kong Infrastructure Holdings Limited (CKI) and Hongkong Electric Holdings Limited (HK Electric), made an irrevocable offer of £5.8 billion (US$9b) for 100 percent of EDF’s ownership in its UK network activities. In exchange for this offer, EDF has granted the consortium a period of exclusivity for finalisation of the transaction. The firm’s advisory team was led by Hong Kong banking partner Owen Chan.

Hogan Lovells has also advised Morgan Stanley in respect of aspects of its landmark securities joint venture in Japan with Mitsubishi UFJ Financial Group Inc (MUJF), which became operational on 1 May 2010. The securities joint venture comprises two companies. The first company, Mitsubishi UFJ Morgan Stanley Securities Co Ltd (MUMSS), encompasses the wholesale and retail businesses of Mitsubishi UFJ Securities Co Ltd (MUS) and the investment banking operations of Morgan Stanley Japan Securities Co Ltd (MSJS), and will be 60 percent owned by MUFG and 40 percent owned by Morgan Stanley. The second company, Morgan Stanley MUFG Securities Co Ltd (MSMS), comprises the existing global sales and trading and capital markets businesses of MSJS. Whilst the respective economic interests of MUFG and Morgan Stanley in MSMS will be 60 percent and 40 percent, MSMS will continue to be under the control of Morgan Stanley, with Morgan Stanley holding a 51 percent voting interest and MUFG a 49 percent voting interest. Partners Rika Beppu and Philip Hyde led the team advising on the transaction.

K&L Gates LLP’s Hong Kong office has advised integrated forest resource and wood products company Samling Global Limited (SGL), as part of a consortium of investors, in respect of the US$50 million joint purchase of 50 million Series A preferred shares of investment holding company Stone Tan Holding Corporation (Stone Tan). SGL purchased 20 million shares at US$20 million, which represents nearly 37 percent of Stone Tan’s issued share capital and approximately 40 percent of the shares which are the subject of the joint investment. The joint investment will complement SGL group’s growing timber flooring business in China. The firm’s team was led by corporate partner Choo Lye Tan.

Khaitan & Co has advised Venture Infotek Limited in respect of the sale of its 100 percent stake in Venture Infotek Global Private Limited (India) – a leading transaction processing services provider for debit and credit cards in India – to the Singapore subsidiary of Atos Origin, a leading international IT services company with revenues of over €5.4 billion (US$7b) and 50,000 staff across 40 countries. Partner Haigreve Khaitan led the firm’s advisory team, which inlcuded partners Daksha Baxi, Sanjay Sanghvi and Nihal Kothari.

Khaitan & Co has also advised Oberoi Hotels Private Limited, Mr P R S Oberoi and Aravali Polymers LLP in respect of the sale of certain of its shareholding in EIH Limited to Reliance Industries Limited. Lead partner Haigreve Khaitan, along with partners Daksha Baxi and Sanjay Sanghvi, acted on the transaction.

Kim & Chang has advised Japanese trading company Sumikin Bussan Corporation (SBC) and its subsidiary Arai Industrial Co Ltd (Arai) in respect of their purchase of convertible bonds of Woobo Tech Co Ltd (Woobo), a Korean manufacturer of automotive components. Upon exercise of the conversion rights, the shareholding ratios of SBC and Arai in Woobo will be 16 percent and 4 percent, respectively. Yong Kap Kim and Bong Kyoo Suh led the firm’s team in advising on the transaction, which was valued at KRW 6.25 billion (US$5.3m).

Kim & Chang has also advised German chemical company Evonik Degussa GmbH (Evonik) in respect of its purchase of an additional 50 percent of Degussa Headwaters Korea Ltd, a South Korean joint venture company previously held on a 50-50 basis by Evonik and US-based energy services company Headwaters. After closing of the transaction on 13 August, 2010, Evonik now holds all issued and outstanding units of the company, which has been renamed Evonik Degussa Peroxide Korea Co Ltd. Min Bae Park, Kirk V Gale and Kuk Hyun Kwon led the firm’s advisory team.

Mori Hamada & Matsumoto has advised Japan-based ARDEPRO Co Ltd, a real estate development company listed on the Tokyo Stock Exchange’s Mothers, in respect of the completion of its application for restructuring and ADR procedures agreement with about 50 financial institutions. The deal was made through a debt equity swap valued at approximately JPY27 billion (US$321m), which closed on 28 July 2010. Soichiro Fujiwara, Ryota Yamasaki, and Koji Toshima led the transaction.

Mori Hamada & Matsumoto is also advising The Sumitomo Trust & Banking Co Ltd (STB) in respect of its agreement, announced on 24 August 2010, for a statutory share exchange and management integration with Chuo Mitsui Trust Holdings Inc (CMTH). The two-phased integration will consist of a share exchange between CMTH and STB to create the new group’s holding company, followed by the merger by STB of CMTH’s trust bank subsidiaries. Upon completion, which is anticipated by April 2011, the integration will create Sumitomo Mitsui Trust group, which will have combined assets under management of approximately JPY58 trillion (US$641b) and rank No.1 in the trust bank industry and the asset management industry. Satoshi Nakamura, Taro Omoto, Hideki Utsunomiya and Yoshihiro Kojima are leading the firm’s team advising on the transaction.

Orrick, Herrington & Sutcliffe LLP has advised TPK Touch Solutions Inc (TPK), a leading touch display technology and system manufacturer, in respect of the successful defense of one of its key Chinese patents in a patent invalidation proceeding before China’s Patent Re-examination Board (PRB), which issued its final decision on 21 July 2010. Partner Dr Xiang Wang led the firm’s advisory team, which also helped TPK to successfully prosecute and argue the corresponding key patent application before the Korean Patent Office and obtain the grant of the Korean patent on 25 June 2010.

Orrick, Herrington & Sutcliffe LLP has also advised ICBC International Capital Limited (ICBC) and Deutsche Bank AG Hong Kong Branch (Deutsche Bank), as joint sponsors, in respect of the HK$1.39 billion (US$179m) IPO by West China Cement Limited (WCC) on the Main Board of the HKSE, with a Rule 144A/Reg S placement to global investors. The company, which was previously listed on London Stock Exchange’s AIM, simultaneously de-listed from AIM prior to listing in Hong Kong. The delisting and public offering took place on 23 August 2010. Partners Edwin Luk, Mark Lee and Phoebus Chu in Hong Kong and Hilary Winter in London advised on the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison is advising Naspers Limited in respect of the completion of a recent sale undertaken by its wholly-owned subsidiary, M-Web Thailand Holdings BV (M-Web), to New Kingdom Limited, a wholly owned subsidiary of HKSE-listed Tencent Holdings Limited (Tencent). Under the transaction, Tencent purchased from M-Web 49.92 percent of the outstanding share capital of Mweb Holdings (Thailand) Limited – the holding company of the Sanook Group, which engages in a variety of internet-related businesses in Thailand – and assumed from M-Web a 50 percent interest in the aggregate outstanding amounts owed to M-Web, pursuant to loans and services provided to the Sanook Group. Corporate partner Jeanette K Chan led the team advising on the transaction, which is valued at approximately US$10.5 million.

Shearman & Sterling has represented the Aditya Birla Group (ABG) in respect of the two-phased restructuring of its cement business, which was completed on 26 August 2010. In the first phase, the cement business of Grasim Industries Limited (Grasim), a part of ABG, was demerged into Samruddhi Cement Limited (SCL), a subsidiary of Grasim. In the second phase, SCL was amalgamated with UltraTech Cement Limited (Ultra Tech), another ABG entity. Upon completion of the restructuring, the cement business will be consolidated in UltraTech. The restructuring was subject to Indian law and involved US securities law issues as the group entities involved had certain US shareholders as well as depositary facilities that also had US holders. Hong Kong capital markets partner Matthew Bersani led the advisory team.

Skadden, Arps, Slate, Meagher & Flom has advised Camelot Information Systems Inc (Camelot), a leading domestic provider of enterprise application services and financial industry information technology services in China, in respect of its IPO of American Depositary Shares and listing on the NYSE. Camelot’s IPO, valued at approximately US$150 million, is the largest US IPO from China this year and is the largest IPO of a Chinese IT outsourcing company to date. Partners Greg Miao, Peter Huang and Moshe Kushman led the firm’s advisory team, whilst Maples and Calder, led by partner Barry Mitchell, and Jincheng Tongda & Neal acted as BVI and PRC counsel, respectively. Simpson Thacher & Bartlett acted as US counsel to the underwriter.

Stamford Law Corporation has advised Kim Eng Securities (Kim Eng) in respect of the lifting of the ban on the sale of its structured notes. The ban was issued by the Monetary Authority of Singapore (MAS) in July 2009 after the Lehman Brothers collapse, which led to the loss of investments in structured notes for thousand of retail investors. MAS had discovered that misleading risk ratings to the products, which were inconsistent with the warnings stated in the prospectus, were attached by these financial institutions. According to the MAS, six financial institutions, including Kim Eng, have implemented various measures to deliver fair dealing outcomes to their customers after the lifting of the ban. Director Ng Joo Khin leads the Stamford team.

Stamford Law Corporation is also advising SGX Catalist-listed Infinio Group Limited (Infinio) in respect of its proposed renounceable non-underwritten rights issue of more than 468 million new ordinary shares in the capital of the company. The shares come with free detachable warrants, with each warrant carrying the right to subscribe for one new ordinary share in the capital of the company. Infinio focuses on communication, content and commerce in the new media business, and through its wholly-owned Broadband Network Systems Ltd offers IPTV-based content and technology solutions for broadband service providers and enterprises. The company hopes proceeds from the issue will provide it with greater financial strength to underrtake strategic growth opportunities.. Director Yap Lian Seng leads the Stamford team.

Watson, Farley & Williams LLP’s Singapore office has advised the informal steering committee – comprising of BNP Paribas, Commerzbank AG and HSH Nordbank AG – in respect of the debt restructuring of certain syndicate facilities extended by certain banks and financial institutions to SGX-listed Rickmers Maritime, a Singapore-registered business trust. Completion of the transaction, which is subject to unit holders’ approval, is expected later this year. Partner Madeline Leong led the firm’s advisory team.

WongPartnership LLP has acted for DBS Bank Ltd in respect of (i) the financing of the acquisition by Singapore-based Grandline International of Ibis Singapore on Bencoolen and (ii) the refinancing of the existing borrowings of Bencool LA Pte Ltd which owns Bencoolen. Partners Christy Anne Lim and Carol Anne Tan acted on the matters.

WongPartnership LLP has also acted for HG Metal Manufacturing Limited (HG Metal) in respect of a subscription agreement to allot and issue an aggregate of almost 164 million new ordinary shares in the capital of HG Metal to Oriental Castle Sdn Bhd. Partner Mark Choy acted on the matter.null