Deals – 20 October 2011

Allen & Gledhill is advising Pramerica Real Estate Investors (PREI), the real estate investment management unit of Prudential Financial Inc, in respect of the completion of the transfer and consolidation of 11 retail malls in Singapore and Malaysia with a total value of about S$3 billion (US$2.36m) from three closed-end property funds into a new open-end real estate fund. Partners Penny Goh, Tan Boon Wah and Danny Tan are leading the transaction.

Allens Arthur Robinson is advising domestic insurance intermediary iSelect Ltd in respect of its first acquisition in the Australian market. Under the deal which was declared unconditional on 13 October 2011, iSelect will acquire finance comparison site InfoChoice Ltd. The acquisition, which is structured as a takeover bid, is being funded via a A$35 million (US$35.7m) loan facility arranged by Goldman Sachs & Partners Australia Capital Markets Ltd and is scheduled to close on 31 October 2011. Partner Mark Malinas is leading the transaction. Dibbs Barker acted for Infochoice Ltd whilst Allen & Overy acted for Goldman Sachs.

Amarchand & Mangaldas has acted for a consortium of 33 lenders represented by ICICI Bank (as the lead lender and the monitoring institution) in respect of the corporate debt restructuring of Spandana Sphoorty Financial Ltd, the second largest microfinance institution in India. The transaction involved debt restructuring in the region of INR2300 crores (US$467m) by way of extension in repayment of debt, conversion of a part of debt into optionally convertible cumulative redeemable preference shares and a grant of an additional working capital facility. The agreement and the other documents were signed on 24 September 2011 and the restructuring was implemented by 29 September 2011. Partner S H Bhojani led the transaction.

Amarchand & Mangaldas has also advised HCC Concessions Ltd (HCON) and Hindustan Construction Company Ltd (HCC) in respect of the private equity investment by The Xander Group Inc into HCON to acquire approximately 14.5 per cent stake in HCON for a total consideration of INR240 crores (US$48.7m). HCON is a 100 per cent subsidiary of HCC and the parent company for the entire roads concession business of HCC. Partners Santosh Janakiram and Ravindra Bandhakavi led the transaction which was signed on 9 August 2011 and closed on 29 September 2011. Xander Group was advised by AZB Partners.

AZB & Partners has advised Matrix Partners India I LLC in respect of its acquisition of convertible redeemable preference shares and of ordinary shares totalling to 35 per cent of the share capital of U2opia Mobile Pte Ltd. Partner Abhijit Joshi led the transaction which was signed on 8 September 2011 and was completed on 15 September 2011.

AZB & Partners has also advised UTV Software Communications Ltd (UTV) in respect of its purchase of 30 per cent stake of the management and employee shareholders of Indiagames. The deal was signed on 7 October 2011 and is yet to be completed. The transaction, when completed, will entail UTV increasing its stake in Indiagames from 56 per cent to 86.02 per cent on a fully diluted basis. Partner Shuva Mandal led the transaction which is valued at approximately US$19.2 million.

Clifford Chance has advised MacLean Group in respect of its purchase of the business and operations of ASX-listed Dulhunty Power International Ltd. The US-based MacLean Group manufactures products for electric utility and devices for the transmission and distribution of power. Dulhunty Power manufactures and supplies electricity transmission and distribution products and has manufacturing plants in Australia, China, Malaysia and Thailand and sales offices in the United States and New Zealand. Partner Lance Sacks led the transaction.

Debevoise & Plimpton is advising Mitsui & Co Ltd in respect of a financing agreement with Corporación Nacional del Cobre de Chile (CODELCO) in which Mitsui or its subsidiary would extend a short-term bridge loan up to US$6.75 billion to a wholly-owned subsidiary of CODELCO. Proceeds will be used to finance CODELCO’s potential acquisition of up to a 49 per cent interest in Anglo American Sur SA*1 (Anglo Sur), a wholly-owned subsidiary of Anglo American plc. The parties also entered into an agreement which provides the borrower with the right to settle part of such bridge loan with an indirect 50 per cent interest in the Anglo Sur equity acquired by CODELCO. Partner Maurizio Levi-Minzi led the transaction.

Drew & Napier has acted as Singapore law counsel to IEV Holdings Ltd (IEV) in respect of its IPO of 37 million shares by way of placement on the sponsor-supervised listing platform of the SGX-ST. IEV is a Singapore incorporated company which operates primarily through its operating subsidiaries in Malaysia, Indonesia and Vietnam. IEV offers a range of integrated engineering solutions to support the offshore oil and gas industry. The IPO is anticipated to raise S$11 million (US$8.7m), subject to market conditions. Trading of the IEV shares will commence on 25 October 2011. Director Marcus Chow led the transaction.

Khaitan & Co advised Hitachi Ltd Japan and Hitachi India Private Limited in relation to the joint venture with SFO technologies for providing system engineering and system integration for information control system of social infrastructure and industrial systems. Partners Vaishali Sharma and Zakir Merchant led the transaction.

Khaitan & Co advised Wockhardt Limited on the issue of infringement of its trade mark “PROTINEX” sold under the trade mark “PROTEIN-X” by Mr Rajnandan Prasad of Gleco India Ayurvedic Pharmaceuticals. Khaitan & Co obtained an injunction from the District Court at Alipore, Kolkata, West Bengal restraining Mr Rajnandan Prasad of Gleco India Ayurvedic Pharmaceuticals from infringing Wockhardt’s trade mark “PROTINEX” by manufacturing and selling its product under the mark “PROTEIN-X” and from using and utilising the mark “PROTEIN-X” in its product until 11 November 2011. Wockhardt Limited is one of India’s leading pharmaceutical and biotechnology companies. Partner R. N. Jhunjhunwala led the transaction.

Kim & Chang has represented Goldman Sachs Asia Special Situations Group in respect of the acquisition of common shares of Seoul Optodevice Co Ltd (SOC) representing a 5.21 per cent stake in the company for an aggregate purchase price of KRW24.9 billion (US$22m). SOC, along with its parent company Seoul Semiconductor Co Ltd, is one of the largest manufacturers of semiconductor-related products in Korea. BY Ahn, CS Lieu and HS Shin led the transaction which was completed on 10 October 2011.

Mallesons Stephen Jaques has advised Super Retail Group in respect of its recently announced A$610 million (US$623.7m) acquisition of Rebel Group Ltd (owner of the Rebel Sport and A-Mart All Sports) from private equity group Archer Capital. The firm also advised Super Retail in respect of its A$334 million (US$341.6m) pro-rata accelerated renounceable tradeable entitlement offer, the proceeds of which will be used to partially fund the acquisition. Partner John Humphrey led the transaction. Partner Andrew Pike of Freehills acted for Archer Capital whilst partner Stuart Byrne of Clayton Utz acted for Macquarie and RBS, the joint underwriters.

Shook Lin & Bok’s Singapore office has acted as Singapore counsel to the Bank of New York Mellon in respect of the issuance by PT Karyadibya Mahardhika, a company involved in the tobacco industry in Indonesia, of US$60 million premium redemption unsecured loan notes. Partner Gwendolyn Gn led the transaction.

WongPartnership is acting for PPL Shipyard Pte Ltd (PPLS) in respect of a shareholders dispute between Sembcorp Marine Ltd and PPL Holdings over a joint venture they entered into, in respect of the rig design and building business of PPLS. Partner Alvin Yeo is leading the transaction.

WongPartnership has acted for CIMB Bank Berhad, Credit Suisse AG, Standard Chartered Bank and UBS AG, as mandated lead arrangers, in respect of S$200 million (US$157.7m) facilities to Lippo Malls Indonesia Retail Trust, a Singapore-based real estate investment trust, for the financing of the acquisition of properties and assets in Indonesia. Partner Christy Lim led the transaction.