Deals – 15 March 2012

Allen & Gledhill has also advised Singapore Post Ltd and DBS Bank Ltd as the sole lead manager and bookrunner in respect of Singapore Post Ltd’s issue of S$350 million (US$276m) 4.25 percent senior perpetual cumulative securities. Partners Margaret Chin, Ong Kangxin and Glenn David Foo led the transaction.

Amarchand Mangaldas has advised Tulip Data Centre Services Private Ltd, a wholly owned arm of Tulip Telecom Ltd, in respect of raising INR250 crores (US$50.1m) mezzanine funding from ICICI Bank Ltd. The funds have been raised for the development of a state-of-the-art data centre project in Bangalore spread over an area of 900,000 sq ft, which would be Asia’s largest and world’s third largest. Partner Kalpataru Tripathy acted on the matter whilst ICICI Bank was represented by Argus Partners.

AZB & Partners has advised Tata Power Company Ltd in respect of its agreement to acquire 50 percent of the shares of Cennergi (Pty) Ltd, which will acquire and develop electricity generation projects in South Africa, Botswana and Namibia, starting with renewable energy projects in South Africa, through its subsidiary Khopoli Investments Ltd. Partner Shameek Chaudhuri led the transaction which was completed on 3 March 2012.

AZB & Partners has also advised GLG Financials Fund in respect of the IPO of approximately 6.4 million equity shares of Multi Commodity Exchange of India Ltd aggregating to approximately US$133 million through an offer for sale by Financial Technologies (India) Ltd, State Bank Of India (Equity), GLG Financials Fund, Alexandra Mauritius Ltd Corporation Bank, ICICI Lombard General Insurance Company Ltd and Bank of Baroda. Partner Shameek Chaudhuri led the transaction which was completed on 9 March 2012.

Baker & McKenzie has advised COLI ICBCI China Investment Management (Cayman Islands) Ltd in respect of the formation of Harmony China Real Estate Fund II LP (Harmony Fund II), a co-sponsored private equity real estate fund focused on real estate investment and development opportunities in China. Harmony Fund II successfully raised US$230 million at its first closing on October 2011 and aims to raise further capital up to a maximum of US$500 million. Partner Jason Ng led the transaction.

Clifford Chance has advised the International Finance Corporation (IFC), a member of the World Bank Group, in respect of its subscription of S$6.3 million (US$5m) warrants in C&G Environmental Protection Holdings Ltd for its waste-to-energy projects. Under a conditional agreement, C&G will issue approximately 34 million unlisted warrants to IFC totaling around S$6.3 million (US$5m). Upon exercise of all the warrants, these new shares will represent 3.38 percent of the then issued share capital. C&G will use the proceeds as working capital to support five existing waste-to-energy power plants and five such plants under construction across China. Partner Lee Taylor led the deal.

Clifford Chance has also acted as international counsel to lenders to Malakoff Corporation Berhad, via its wholly-owned subsidiary, Tanjung Bin Energy Issuer Berhad, in respect of the RM6.5 billion (US$2.13b) financing for a new 1,000 MW supercritical coal-fired power plant which will be built adjacent to the existing Tanjung Bin power plant. The senior debt facilities include the issuance of a RM3.29 billion (US$1b) serially-amortising senior secured Islamic bond (sukuk), a US$400 million term loan and a RM700 million (US$229m) term loan. The junior facility comprises equity loans of RM1.3 billion (US$425.8m). Partner Ting Ting Tan led the deal.

Dhir & Dhir Associates has advised RICO Auto Industries Ltd in respect of the sale of 100 percent of its shares in the joint venture and subsidiary KRP Auto Industries Ltd to its joint venture partner for approximately US$5 million. Girish Rawat led the transaction.

Guantao has advised Piper Jaffray as the sponsor in respect of the IPO and listing on the HKSE of Life Tech Scientific Corporation on 10 November 2011. Life Tech issued approximately 134.4 million shares through the offering and placement. The offering raised a total of HK$270 million (US$34.8m). Partner Huang Yaping led the transaction.

Guantao has also advised PC Partner Group Ltd in respect of its IPO and listing on the HKSE on 12 January 2012. PC Partner issued 105 million shares through the offering and placement which raised a total of HK$170 million (US$22m). Partner Yan Pengpeng led the transaction.

Jones Day has advised underwriters Edelweiss, Citi and Morgan Stanley in respect of the US$135 million IPO pursuant to Rule 144A and Regulation S by Multi Commodity Exchange of India Ltd (MCX) which closed on 7 March 2012. MCX is the fifth largest commodity futures exchange in the world. The IPO, the largest so far in India in 2012, constituted an offer for sale of approximately 6.4 million shares or 12.6 per cent of the company’s outstanding equity shares. Partner Manoj Bhargava led the transaction. J Sagar Associates, led by Nosh Modi, acted as the domestic counsel to the issuer while Amarchand & Mangaldas & Suresh A Shroff & Co, led by Yash Asher, acted as the domestic counsel to the underwriters.

Jones Day has also advised PT Berau Coal Energy Tbk (Berau) in respect of its US$500 million high-yield bond offering (pursuant to Rule 144A and Regulation S) of 7.25 per cent guaranteed secured senior notes due 2017 which closed on 13 March 2012. Berau engages in the exploration, development, and mining of coal in Indonesia. It has mining operations in approximately 118,400 hectares located in East Kalimantan. As of 31 December 2010, Berau was the fifth largest coal producer in Indonesia. The high-yield bond was underwritten by Bank of America Merrill Lynch, Credit Suisse and JP Morgan. Partner Joseph Bauerschmidt led the transaction.

Khaitan & Co has advised Thomson Reuters Corporation USA in respect of the Indian leg of the sale of Thomson Reuters Corp’s Portia business to SS&C Technologies Holdings Inc USA for US$ 170 million. Thomson Reuters Corporation is a global business data provider to business corporations and investment managers and was created by Thomson Corporation’s purchase of Reuters Group in 2008. Thomson Reuters operates in 100 countries and has over 55,000 employees across its offices. Partner Rabindra Jhunjhunwala and executive director Dinesh Kumar Agrawal advised on the transaction.

Khaitan & Co has also advised Aptara Inc in respect of its acquisition by iEnergizer Ltd, pursuant to the merger of a subsidiary of iEnergizer Ltd with and into Aptara Inc for approximately US$144 million. Aptara Inc is primarily engaged in multi-channel content production and digital media. Partner Bharat Anand led the transaction.

Kirkland & Ellis is representing Tudou Holdings Ltd in respect of a definitive agreement announced on 12 March 2012 that combines Tudou and Youku Inc, the top two players in China’s burgeoning online video market. Under the agreement, Tudou and Youku Inc will combine in a 100 percent stock-for-stock transaction expected to be completed by the third quarter of 2012, pending customary closing conditions and shareholder approvals. Upon completion, Youku and Tudou shareholders will own approximately 71.5 percent and 28.5 percent of the combined company, respectively. The combined company will be named Youku Tudou Inc. Youku’s American depositary shares (ADSs) will continue to be listed on the NYSE. In addition to being one of the largest public M&A transactions in China, if completed, the deal represents the first merger between two unrelated US-listed public companies in China. Partners David Zhang, Jesse Sheley and Pierre Arsenault are leading the transaction. Fangda Partners and Maples and Calder are also advising Tudou. Skadden, Arps, Slate, Meagher & Flom, led by partners Michael Gisser and Julie Gao, TransAsia Lawyers and Conyers Dill & Pearman are advising Youku.

Minter Ellison is advising Cockatoo Coal Ltd (Cockatoo), an ASX listed metallurgical and thermal coal development and production company, in respect of its A$313 million (US$327m) capital raising via share placement by South Korean company SK Networks. The placement will increase SK Networks’ interest in Cockatoo from 5.5 percent to 40 percent and is expected to be implemented by the end of June 2012. The proceeds will provide equity funding for Cockatoo’s medium term infrastructure and project development commitments and repay debt. To assist with Cockatoo’s funding requirements prior to completion of the placement, SK Networks has agreed, subject to formal documentation, to provide a guarantee for a A$150 million (US$156.7m) loan facility proposed to be provided by KEB Australia Ltd and other lenders. The transaction requires FIRB and relevant Korean Government approvals, as well as Cockatoo shareholder approval. Partner James Philips is leading the transaction. Baker & McKenzie, led by partners Steven Glanz and Won Lee, is acting for SK Networks.

Nishith Desai Associates has advised Hammond Power Solutions Inc, a company incorporated and existing under the laws of Ontario, Canada and engaged in the design and manufacture of dry type custom and standard transformers, in respect of its acquisition of 70 percent stake in PAN-Electro Technic Enterprises Private Ltd (PETE), a manufacturer of cast coil, oil filled and VPI transformers, from existing Indian shareholders for a total consideration of approximately US$16 million.

Norton Rose Hong Kong has advised HKSE-listed China Daye Non-Ferrous Metals Mining Ltd in respect of the acquisition of four copper mines in China from an entity ultimately controlled by the Hubei Provincial Government for a total consideration of around US$900 million, which was satisfied by the issue of new shares and convertible notes. The transaction resulted in the reverse takeover and deemed new listing of China Daye. The deal represents one of the few significant reverse takeovers to have been successfully completed in Hong Kong in recent years. Partner Julian Chung led the transaction. Paul Hastings, led by partners Raymond Li and Catherine Tsang, advised JP Morgan as the sole sponsor and financial adviser in the transaction.

Rajah & Tann is advising AXA in respect of its acquisition of the general insurance business of the HSBC group and HKSE-listed Hang Seng Bank, in a global deal covering, amongst others, Singapore and Hong Kong, with an exclusive 10-year bancassurance agreement with the AXA group as the exclusive provider of GI products distributed by HSBC group companies in Singapore, Hong Kong, Indonesia, India and China. Total deal value is approximately US$494 million. The transaction was announced on 7 March 2012 and is expected to be completed on the second half of 2012. Partners Serene Yeo, Cheng Yoke Ping and Elaine Tay are leading the transaction whilst Linklaters is also advising AXA. Clifford Chance, led by partners Roger Denny, Amy Ho and Alex Erasmus, and Selvam are advising the HSBC group and Hang Seng Bank.

Skadden Arps represented BOCI Asia Limited, Deutsche Bank AG, Hong Kong Branch and Morgan Stanley & Co. International plc and the other underwriters in the US$580 million global offering of the common shares of Sunshine Oilsands Ltd. (as US counsel). The global offering included an initial public offering and listing on the Hong Kong Stock Exchange, a Regulation S component, and a Rule 144A component. Sunshine Oilsands Ltd. is the largest holder of non-partnered oil sands leases in Canada’s Athabasca oil sands region.

Stamford Law is advising SGX-listed United Fiber System Ltd (UFS) in respect of the proposed issue of up to S$15.8 million (US$12.5m) zero coupon convertible bonds to Raiffeisen Bank International AG Singapore Branch (RBI). The proposed bond issue forms part of the debt restructuring exercise by UFS to settle its existing indebtedness to RBI without UFS incurring new cash outflow. Yap Lian Seng and Elizabeth Kong are leading the transaction.

Stamford Law is also advising SGX-listed Contel Corporation Ltd (Contel) in respect of a major business restructuring exercise involving the proposed divestment of a substantial part of the company’s existing core business to its chairman and chief executive officer Wang Chengqun. Under the proposed business restructuring, Contel will transfer its business of manufacturing and sale of digital media products held under a direct wholly-owned subsidiary, Granpex International, to Wang but will retain its business of development and sale of global position system (GPS) products currently operated under an indirect wholly-owned subsidiary, Motion Win. As part of the proposed business restructuring, Contel will be waiving and discharging some US$19.9 million of indebtedness due and owing by Granpex International and its subsidiaries. Upon completion of the transaction, Contel’s principal activities will comprise the business of development and sale of GPS products as carried on by Motion Win, which will become a direct wholly-owned subsidiary of Contel, and the business of silicon trading as carried on by its recently acquired subsidiary, Midland Silicon. Also leading the transaction are Yap Lian Seng and Elizabeth Kong.

Sullivan & Cromwell is advising Lord Graham Kirkham and Brait Capital as lead investors in respect of the private equity-backed management buyout of Iceland Foods announced 9 March 2012. The completion of the deal will see the Malcolm Walker-led management team regain control of the company and the exit of troubled Icelandic banks Glitnir and Landsbanki. Partner Tim Emmerson led the transaction. Co-investor Landmark is being advised by Latham & Watkins. Other advisers include Allen & Overy which is advising the management team and Linklaters which is advising the liquidators to Glitnir and Landsbanki.

Sullivan & Cromwell has also represented Morgan Stanley (as an LSE shareholder) in respect of LSE’s €463 million (US$603.3m) acquisition of a stake in LCH Clearnet. LSE’s investment will give it a 60 percent stake in the clearing house and its own clearing capability in the UK. Partner Tim Emmerson also led the transaction. Freshfields Bruckhaus Deringer advised LSE whilst Clifford Chance advised LCH Clearnet.

WongPartnership has advised NTT Facilities Inc in respect of the design and construction of the Serangoon Data Centre, which is designed to serve the financial services industry and enterprises in Asia that require high power, low latency networks and a stable and secured infrastructure to build on their private cloud. The project was accorded the Green Mark Platinum Award, the highest accolade for buildings that are energy and water-efficient and environmentally friendly, by the Singapore Building and Construction Authority. Partner Ian De Vaz acted on the matter.

WongPartnership has also acted for Sinocom Pharmaceutical Inc, a corporation incorporated in Nevada, USA and an established pharmaceutical wholesaler and distributor in the PRC, and its shareholders in respect of the proposed reverse takeover of LANKom Electronics Ltd, a Bermuda company based in Taiwan and listed on the SGX. Partners Mark Choy and Tan Sue-Lynn acted on the matter.

Zhonglun Law Firm has acted for Daye Special Steel Co Ltd, a large Chinese steel company, in respect of securing a very favorable judgment upholding all claims in an arbitration before the Dubai International Arbitration Centre against a Dubai incorporated company. The amount under dispute was roughly US$2 million and was related with international sale of goods. Partner Wilson Wei Huo led the transaction.