Deals – 9 June 2011

Allen & Gledhill has also advised Elad Group Singapore Pte Ltd in respect of its agreement with IOI Corporation Berhad for the sale and purchase of approximately 238.4 million ordinary shares in the capital of South Beach Consortium Pte Ltd. The transaction is valued at S$174.3 million (US$141.7m). Partners Richard Young, Tang Siau Yan and Chiam Tao Koon led the transaction.

Allens Arthur Robinson has acted for Rio Tinto in respect of a joint venture arrangement with Aluminum Corporation of China (Chinalco) to explore mainland China for world-class mineral deposits. The arrangement, which was formalised on 1 June 2011, is subject to Chinese regulatory approvals. Once established, the joint venture will operate under the name Chinalco Rio Tinto Exploration Co, Ltd (CRTX). Under the joint venture arrangements, Chinalco will hold a 51 per cent interest in CRTX, with Rio Tinto holding the remaining 49 per cent. Partner Scott Langford led the transaction.

Allens Arthur Robinson has also advised the State of Queensland in respect of the divestment of the X50 Abbot Point Coal Terminal, Queensland’s northern-most coal terminal, which is the final part of the State’s Renewing Queensland Plan. Proceeds from the divestment will be directed towards Queensland’s natural disaster recovery. The deal, which was completed on 1 June 2011, involves a 99-year lease of the X50 Abbot Point Coal Terminal to Mundra Port Pty Ltd for A$1.829 billion (US$1.94b). Partners John Greig and Chelsey Drake led the transaction.

AZB & Partners has advised Blue Orchard Private Equity in respect of its acquisition of 22.5 per cent equity shares in Svasti Microfinance Private Ltd for approximately US$800,000. Partner Vineetha MG led the transaction which was completed on 7 April 2011.

AZB & Partners has also advised KPIT Cummins Infosystems Ltd in respect of its acquisition of 50 per cent of equity and preference shares of Systime Global Solutions Private Ltd for approximately US$22 million. Partner Shuva Mandal led the transaction.

Baker & McKenzie has acted for Rabinov Property Trust (ASX: RBV) in respect of the off-market takeover offer by Growthpoint Properties Australia Ltd (ASX: GOZ), as responsible entity for Growthpoint Properties Australia Trust, for all of the units in Rabinov. The offer has become unconditional, and Growthpoint has achieved over 90per cent in acceptances. Rabinov has a portfolio of properties located across Australia with a total value of A$234 million (US$247.4m), some of which were divested to Rabinov’s subordinated debtholder as part of the takeover. Partner Richard Lustig led the transaction. Growthpoint was advised by Investec and Freehills.

Clifford Chance has advised BlackRock, a global fixed income exchanged traded fund (ETF) provider, in respect of its first two Asian fixed income ETFs launched on the SGX. The new iShares Barclays Capital Asia Local Currency Bond Index ETF and iShares JP Morgan US$ Asia Credit Bond Index ETF are the first fixed income ETFs offering multi-market Asian coverage to be listed on the SGX. Josephine Law led the transaction.

J Sagar Associates has advised McCormick Inc (McCormick), the United States based maker of spices and seasonings, in respect of forming a joint venture with Kohinoor Foods Ltd (KFL), a listed Indian company to market and sell its rice and food products in India. The joint venture , named Kohinoor Speciality Foods India Private Ltd, will market and sell ‘Kohinoor’ brand rice and food products in India. McCormick will invest a total of US$115 million which includes consideration for an 85 per cent interest in the JV. Partner Akshay Chudasama led the transaction. KFL and its promoters, the Arora Family were represented by Shailendra Swarup of Swarup and Company, New Delhi.

Khaitan & Co has advised Chowgule & Company Private Ltd in respect of the external commercial borrowing of an aggregate amount of US$25 million extended by State Bank of India Tokyo Branch to Chowgule & Company Private Ltd for vessel financing. The Chowgule Group has interests in diversified businesses that include iron ore mining, pelletization, exports, shipbuilding, cranes, international tramp trade and industrial explosives. Partner Joy Jacob led the transaction.

Khaitan & Co has also advised Prosegur Compañia De Seguridad SA in respect of the formation of a joint venture with Security and Intelligence Services India to provide cash management services to its clients, including Indian banks, financial institutions and organised retail firms. Prosegur is a publicly traded company in the global security services business. Partner Bharat Anand led the transaction.

Mori Hamada & Matsumoto has advised Rex Holdings Co Ltd, a Japan based company engaged in the operation of restaurants and convenience franchise stores, in respect of its sale of Seijo Ishii Co Ltd, a Japan based owner and operator of supermarkets, to Mitsubishi Corporation subsidiary Marunouchi Capital Co Ltd and Mitsubishi UFJ Financial Group Inc. The acquisition was in line with Marunouchi Capital’s strategy to develop Seijo Ishii operations. The transaction will result in Rex Holdings to focus on running flagship Gyukaku and other restaurants. Rex Holdings had acquired Seijo Ishii in September 2004 for US$58.5 million. The transaction, which was completed on 31 May 2011, was led by partners Hideki Matsui, Mugi Sekido and Yoshihiro Kojima.

Paul, Hastings, Janofsky & Walker has advised Kobe Steel Ltd (Kobe Steel), a major Japanese steel manufacturer, in respect of its acquisition of a 44.3 per cent equity share in Wuxi Compressor Co Ltd (Wuxi Compressor), a leading Chinese manufacturer of compressors. The investment aims to help Kobe Steel meet the rising demand for process gas compressors in China. The acquisition was made through Kobelco (China) Holdings Co Ltd and marked the first investment since the China headquarters’ April 2011 inception. Partner Toshiyuki Arai led the transaction.

Paul, Weiss has acted as lead counsel to Morgan Stanley Private Equity Asia (MSPE Asia) in respect of its US$50 million equity investment in Yongye International, Inc, a leading agricultural nutrient company in China. The transaction was announced on 31 May 2011. Yongye intends to use the proceeds from this investment for capacity expansion, repayment of commercial bank debt, working capital, and general corporate purposes. Partners Jack Lange, Greg Liu, Mark Bergman and Dale Sarro led the transaction.

Paul, Weiss is also advising Lagardère SCA in respect of the sale of the majority of its international magazine business in ten countries, including Hong Kong, to Hearst Corporation. The disposal of the group’s assets in China should take place towards the end of the year and will complete the transaction. Partner Jeanette Chan leads the transaction.

Rajah & Tann has advised SGX-ST listed CWT Ltd in respect of the disposal of its entire interest in a special purpose subsidiary to SGX-ST Cache Logistics Trust (CLT). The subsidiary indirectly holds the property known as Jinshan Chemical Warehouse located within the Shanghai Chemical Industry Park in Caojing Town, Jinshan District, Shanghai, PRC. The sale consideration, which is subject to net asset adjustments, is approximately RMB71 million (US$11m). Completion is expected to take place in the third quarter. On completion, CWT will lease back the property from CLT. Partners Chia Kim Huat and Danny Lim led the transaction. Allen and Gledhill acted for ARA-CWT Trust Management (Cache) Ltd, the manager of CLT, whilst Shook Lin & Bok acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of CLT.

Sheppard Mullin Richter & Hampton has advised Hana Bank (HB), one of the largest Korean banks and its parent Hana Financial Group (HFG) in respect of securing a unanimous defense verdict on 27 May 2011 from the U.S. District Court – Central District of California. The plaintiff Hana Financial Inc, a factoring company based in Los Angeles, alleged that HB/HFG infringed upon its rights to the name “Hana” in connection with financial services. The plaintiff sought damages in excess of US$40 million. The jury returned a non-infringement verdict with a separate finding of laches. The litigation team was led by partners Carlo Van den Bosch and Bob Rose.

Shook Lin & Bok’s Singapore office has advised the trustee of Cache Logistics Trust, HSBC Institutional Trust Services (Singapore) Ltd (Cache Trustee) in respect of the establishment of a S$500 million (US$406m) multicurrency medium term note programme by Cache-MTN Pte Ltd, a wholly-owned subsidiary of the Cache Trustee. Under the programme, all sums payable in respect of the notes will be unconditionally and irrevocably guaranteed by the Cache Trustee. Partner Nicholas Chong led the transaction.

Shook Lin & Bok’s Singapore office has also advised Spice i2i Ltd, a prominent global SGX-listed mobile internet company, in respect of the acquisition of Affinity Group, is one of the largest mobile handset and value added services distributors in Indonesia, for approximately up to US$175 million. Partners David Chong and Bethia Su advised on the transaction.

Stamford Law has advised water solutions company Hyflux Ltd in respect of its debut issue of S$400 million (US$325m) preference shares on the SGX Mainboard. The first perpetual notes to be issued by a non-financial company listed on the SGX, the cumulative preference shares also marked a departure from the market norm of issuing preference shares where dividends are non-cumulative.

Uría Menéndez has advised Grupo Isolux Corsán (Isolux) in respect of its agreement with Morgan Stanley Infrastructure (MSI) to form a joint venture company for the development of highway concession projects in India. The transaction closed on May 20. Isolux currently owns 50 percent of three highway concession projects in India. MSI and Isolux will jointly finance the development of these concessions, and of other highway concession projects in India. MSI has undertaken to invest at least US$200 million to this end. Partners Juan Francisco Falcón, Antonio Herrera and Jesús López Tello led the transaction. Covington & Burling advised on New York law, De Brauw Blackstone Westbroek advised on Dutch law, Dr. K Chrysostomides & Co advised on Cypriot law and AZB and Partners advised on Indian law.

Weil, Gotshal & Manges has represented MGM Resorts International in respect of the reorganization and US$1.5 billion IPO of MGM China Holdings Ltd on the HKSE. MGM China is a joint venture between MGM Resorts International and Pansy Ho that owns and operates MGM China, a luxury hotel resort and casino on the Macau Peninsula. After completion of the reorganisation and IPO, MGM Resorts International owns 51 per cent of MGM China. JP Morgan, Morgan Stanley and BofA Merrill Lynch are the joint global coordinators for the IPO. Partners Akiko Mikumo and Henry Ong led the transaction whilst Freshfields Bruckhaus Deringer has advised the underwriters.

White & Case has represented Bank of America Merrill Lynch as sole global co-ordinator and joint bookrunner, Deutsche Bank as joint bookrunner and UBS as co-manager in the Rule 144/Regulation S debut high yield bond US$400 million offering by MIE Holdings Corporation of 9.75 per cent senior notes due 2016. The offering provided a unique opportunity for high yield investors globally to gain first time exposure to China’s oil and gas industry. HKSE listed MIE is an independent upstream oil company operating three oil fields in the northeastern province of Jilin, China. Partner Anna-Marie Slot led the transaction.

White & Case has also advised China Development Bank (CDB) in respect of its support of a US$1.2 billion Shariah-compliant Islamic financing for PT Natrindo Telepon Selular (AXIS), a cellular network operator in Indonesia. AXIS is a subsidiary of Saudi Telecom Company (STC). The deal is reportedly the largest private sector Islamic financing to date in Indonesia and the first Islamic financing supported by CDB. It is also one of the largest Shariah-compliant telecoms financings globally. Partners Xiaoming Li and Shibeer Ahmed led the transaction. Clifford Chance advised AXIS; Baker & McKenzie advised the syndicated facility financiers; and Norton Rose advised the Ericsson facility financers.

WongPartnership has acted for Singbridge Guangzhou Pte Ltd, a subsidiary of SingBridge International Singapore Pte Ltd (a Temasek-linked company), in respect of their joint venture with Wing Tai (China) Investment Pte Ltd to develop a residential project in the Sino-Singapore Guangzhou Knowledge City in Guangzhou, PRC. The residential project will have a gross floor area of more than 268,000 square metres containing 2,000 smart-eco homes and a signature clubhouse. Partners Joseph He and Gerry Gan acted on the matter.

WongPartnership has also acted for City Developments Ltd (CDL) and Scottsdale Properties Pte Ltd (Scottsdale), an indirect wholly-owned subsidiary of CDL, in relation to the acquisition by Scottsdale of approximately 33.33 per cent of the equity interest in South Beach Consortium Pte Ltd held by Istithmar Beach Road FZE for S$155 million (US$126m. Partners Ng Wai King, Andrew Ang, Kenneth Leong, Tan Teck Howe, Leung Yew Kwong, Hui Choon Yuen, Colin Ong, Goh Gin Nee and Alvin Chia acted on the matter.