Deals – 25 October 2012

Allen & Gledhill has also advised DBS Bank Ltd and Standard Chartered Bank as the arrangers and dealers, DBS Bank Ltd as the issuing and paying agent and agent bank, and DBS Trustee Ltd as the trustee, in respect of CWT Ltd’s S$500 million (US$409m) multicurrency medium term note programme, under which CWT may issue notes from time to time. Partner Au Huey Ling led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised Amira India on Indian law matters in respect of the IPO and listing of 9 million ordinary shares at US$10 per share on the NYSE by BVI-incorporated Amira Nature Foods Ltd on 12 October 2012. UBS Investment Bank, Deutsche Bank Securities, Jefferies & Company Inc and KeyBanc Capital Markets Inc were the underwriters for the transaction which was valued at US$90 million. Partner Prashant Gupta led the transaction whilst Loeb & Loeb acted as US counsel and Walkers, Tortola acted as BVI counsel. Skadden Arps, Slate, Meagher & Flom acted as US counsel whilst Luthra & Luthra acted as Indian counsel to the underwriters.

Amarchand & Mangaldas & Suresh A Shroff & Co has also advised Genesis Luxury Fashion Private Ltd (GLF) and GLF Lifestyle Brands Private Ltd (GLB) in respect of the investment by L Capital GLF Ltd, in GLF by subscribing to the equity shares of GLF and investment in GLF’s subsidiary GLB by subscribing to equity shares pursuant to a rights issue of GLB. This is the second round of investment by the investor in GLF and in GLB. The deal size is valued at INR75 crores (US$14m). Partner Tushar Mavani led the transaction which was signed on 8 October 2012 and closed on 10 October 2012. J Sagar Associates advised the investor.

Appleby has acted as Cayman counsel for Sunley Holdings Ltd in respect of its listing on the HKSE by way of a placing and public offering on 18 October 2012, with net proceeds of approximately HK$50.7 million (US$6.54m). A majority of the proceeds from the offering will be used primarily for the acquisition of additional machinery and equipment. Partner Judy Lee led the transaction whilst Loong & Yeung, Chan & Associates and ChioTakWo, Advogado advised as to Hong Kong law, litigation in Hong Kong and Macau law respectively. Ample Capital Ltd, the sole sponsor for the listing, was advised as to Hong Kong law by Pang & Co.

Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie International in Singapore, has advised Scomi Group Berhad in respect of a divestment of its machine shop businesses in Nigeria to AOS Orwell Ltd. The divestment took the form of a sale of Scomi’s entire stake in its Singapore subsidiary, Scomi Nigeria Pte Ltd, which in turn owned two Nigerian subsidiaries, Oiltools Africa Ltd and Titan Tubulars Nigeria Ltd. The divestment enabled the Scomi Group to unlock the value of its Nigerian machine shop business and raise proceeds to pare down its borrowings and strengthen its balance sheet. Partner Jon Worsfold led the team.

Clifford Chance has advised Astro Malaysia Holdings (Astro) in respect of its US$1.5 billion listing on Bursa Malaysia. Astro is an integrated consumer media entertainment group with operations in Malaysia and south east Asia in four key business areas, including pay-TV, radio, publications and digital media. Partner Crawford Brickley led the transaction which is the third largest listing this year on the Malaysia Stock Exchange, and the seventh largest listing globally in 2012.

Davis Polk has advised Credit Suisse Securities (USA) LLC, The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan Securities LLC, KDB Asia Ltd, Morgan Stanley & Co International plc and The Royal Bank of Scotland plc as underwriters, in respect of a Schedule B debt offering by The Korea Development Bank of US$750 million of its 3 percent notes due 2022. Partners Eugene C Gregor and John D Paton led the transaction. The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton as to US law and by Jipyong & Jisung as to Korean law.

Freshfields Bruckhaus Deringer has advised Pacific Century Group (PCG) in respect of the purchase of top life insurer ING’s life insurance, general insurance, pension and financial planning units in Hong Kong and Macau, and ING’s life insurance operation in Thailand for a combined consideration of US$2.14 billion in cash. PCG is a private firm founded in 1993 by Richard Li, chairman of Hong Kong’s largest telecom operator HKT. Over the years, PCG has built interests in financial services, real estate, satellite communications, media and telecommunication services in Asia. The transaction is subject to regulatory approvals and is expected to close in the first quarter of 2013. Partners Heiner Braun and Royce Miller led the transaction.

J Sagar Associates has represented CR Asia PTE Ltd Singapore in respect of its acquisition of the balance 40 percent ownership in Contract Resources Petrochem Services (India) Private Ltd (CRPS) from Skynet Worldwide Express Private Ltd and other individual shareholders. CRPS provides chemical and mechanical engineering services in India and has now become a wholly-owned subsidiary of CR Asia PTE Ltd Singapore. Partner Sandeep Mehta led the transaction. Amish Shroff of Rajani Associates represented Skynet Worldwide Express Private Ltd and other individual shareholders.

Khaitan & Co has advised Gresham LLP in respect of the Indian leg of the transaction whereby the management of Investis Ltd, the UK market leader in the provision of digital corporate communications for public companies, backed by Gresham, completed a management buy-out of Investis Ltd from its existing shareholders for £25 million (US$40m). Gresham is a leading independent, regionally based mid-market private equity investor. The firm advised Gresham on all legal and corporate aspects of the transaction in relation to Investis Ltd’s Indian subsidiary, Investis Corporate Communications Private Ltd. Partner Rajiv Khaitan advised on the transaction.

Khaitan & Co has also advised Syncapse Corp in respect of the India leg of its 100 percent acquisition of assets of Clickable Inc, a Delaware entity. Pursuant to the acquisition of assets outside India, the entire shareholding in Clickable India Private Ltd was also acquired by Syncapse Corp. Syncapse Corp is a global leader in social media marketing solutions, providing technologies and strategic services that enable brands to effectively engage with their consumers, and measure performance to drive business results. Partner Bharat Anand led the transaction, assisted by executive director Daksha Baxi.

King & Wood Mallesons has advised Guohua Energy Investment Co Ltd (Guohua Investment), a wholly owned subsidiary of Shenhua Group, in respect of its equity transaction agreement with Hydro Tasmania, a state-owned enterprise of Tasmania, Australia, for the acquisition of the 75 percent stake of Hydro Tasmania’s Musselroe wind farm. The transaction is scheduled to be completed by the end of 2012. Under the agreement, Shenhua Clean Energy Holdings (a joint venture of Guohua Investment and Shenhua Hong Kong Ltd) and Hydro Tasmania will establish a joint venture, Musselroe Wind Power Holdings, to develop the project. Located in the northeast part of Tasmania, the Musselroe wind power project went into construction at the end of 2011 and is expected to start operating in June 2013. Partner Xiong Jin led the transaction which was signed on 12 September 2012.

Latham & Watkins has advised Morgan Stanley as its US counsel in respect of the sale of shares of Fresenius Kabi Oncology Ltd by Fresenius Kabi Singapore Pte Ltd as a selling shareholder, for approximately INR1.14 billion (US$21.5 million). Fresenius Kabi Oncology Ltd specialises in cancer research and anticancer products, with manufacturing operations located in India and the UK. Partner Rajiv Gupta led the transaction.

Majmudar & Partners has advised Punjab National Bank (International) Ltd, as lender’s Indian counsel, in respect of a €10 million (US$13m) facility provided to 3B Fibreglass SRPL Belgium, a member of the Binani group of companies, which is involved in complex security creation in India. The transaction was led by partner Prashanth Sabeshan.

Majmudar & Partners has also advised Merind Ltd, a group company of Wockhardt Ltd, a top-5 Indian pharmaceuticals company, in respect of its management and operating agreement with Fortis Hospitals Ltd and Fortis Healthcare Ltd. The transaction was led by partner Akil Hirani.

Nishith Desai Associates has advised PHL Finance Private Ltd and Piramal Enterprises Ltd (collectively referred to as Piramal Group) in respect of a debt facility of up to INR630 million (US$11.7m) extended to Jaywant Shikshan Prasarak Mandal (JSPM). JSPM operates and manages educational institutes in the state of Maharashtra in India, offering academic courses in the disciplines of engineering, sciences and management. This is the first lending transaction of Piramal Group in the education sector.

Norton Rose has advised Sunac China Holdings Ltd in respect of a Regulation S offering of US$400 million of its12.5 percent senior notes due 2017. HKSE-listed Sunac China is an integrated residential and commercial property developer with a focus on high-end property developments in selected cities in China. The notes were offered under Regulation S of the US Securities Act of 1933 and is governed by New York laws and listed on the SGX. The joint book-runners and joint lead managers for the transaction were Deutsche Bank, BofA Merrill Lynch, Citigroup, Morgan Stanley and UBS. Partner Ji Liu led the transaction, supported by partners Liza Lee and Peter Haslam.

Norton Rose in Tokyo has also advised Japan Bank for International Cooperation (JBIC) and Sumitomo Mitsui Banking Corporation (SMBC) in respect of the US$250 million financing of two new generation Ramform Titan-class seismic survey vessels to Petroleum Geo-Services ASA. The loan will be provided by JBIC and SMBC, with the SMBC portion being insured by Nippon Export and Investment Insurance (NEXI), JBIC and NEXI being the two Japanese export credit agencies. Partner Jeremy Gibb led the transaction.

Paul Hastings is advising MISUMI Group Inc (MISUMI) in respect of its US$200 million acquisition of all shares in the largest die components maker in the US, Dayton Progress Corporation (Dayton), and AD Components Business, the components business of Canada’s The Anchor Danly Company. Both companies are owned by Connell Ltd Partnership of Boston. MISUMI is a Japan-based manufacture company operating in four business segments, including die components, factory automation, electronics and tools and consumables. The acquisition will strengthen its market position as a leading global supplier of die components by exploiting Dayton and AD Components Business’ solid US and Europe customer bases. Partners Hajime Kanagawa and Toshiyuki Arai led the transaction.

Rajah & Tann has advised Fortis Healthcare Ltd and Religare Health Trust Trustee Manager Pte Ltd in respect of the offering of approximately 567.5 million common units at S$0.90 (US$0.74) each which raised approximately S$709.3 million (US$580.4m). The transaction is the first business trust comprising healthcare assets in India listed on the SGX-ST. It is also the largest IPO involving Indian assets in Singapore and the second largest IPO involving a primary listing in Singapore for the year 2012 to date. The transaction involved the restructuring of Fortis Healthcare Ltd pursuant to its reorganisation of its business into two divisions, with one division providing clinical establishment services and the other undertaking hospital operation and management. In connection with the reorganisation, interests in eight companies in India which hold or would hold the initial portfolio (comprising the clinical establishments and two operating hospitals) were hived off and held under a private business trust that was subsequently registered under the Business Trusts Act with the MAS and listed on the SGX-ST. The completion of the acquisition of the initial portfolio was completed on 19 October 2012. The acquisition was financed by S$30 million (US$24.5m) facility from Standard Chartered Bank and S$60 million (US$49m) facility from DBS Bank Ltd. The firm’s advisory team included partners Evelyn Wee, Chia Kim Huat, Goh Kian Hwee, Prakash Pillai, Grace Chia, Terence Choo, Terence Quek and Leong Lu Yueh.

Stamford Law has acted as Singapore legal adviser to Theta Capital Pte Ltd, the issuer, and its parent company property developer PT Lippo Karawaci Tbk (LPKR), in respect of Theta Capital’s additional issuance on 22 October 2012 of US$100 million senior notes, as further issuance in respect of its outstanding US$150 million 7 percent senior notes due 2019 originally issued on 16 May 2012. The proceeds raised from the additional issue will be used for capital expenditures to fund the development of new retail malls, hospitals and large scale integrated developments. The notes will be guaranteed by LPKR and its subsidiaries. The notes were listed on the SGX on 23 October 2012. Deutsche Bank AG Singapore Branch, Citigroup Global Markets Singapore Pte Ltd, Merrill Lynch (Singapore) Pte Ltd, and Credit Suisse (Singapore) Ltd are joint lead managers in the issue. Theta Capital also intends to issue up to US$395.6 million 9 percent senior notes due 2020 in exchange for the 9 percent senior notes due 2015 issued by Sigma Capital Pte Ltd, subject to an exchange offer memorandum. The purpose of the exchange offer is to enable LPKR to extend its consolidated debt maturity profile. The exchange offer is subject to approval being obtained from the 2015 note holders on 7 November 2012. Partner Yap Wai Ming led the tranaction.

Sullivan & Cromwell is representing Cymer Inc (US) in respect of its €1.95 billion (US$2.5b) acquisition by ASML Holding NV (Netherlands), a leading provider of lithography systems for the semiconductor industry. Cymer is a leading supplier of lithography light sources used by chipmakers to manufacture advanced semiconductor devices. The purpose of the acquisition of Cymer is to accelerate the development of extreme ultraviolet (EUV) semiconductor lithography technology which is vital to support and assist in the creation of microchips with increased energy efficiency at a lower cost. ASML will also acquire Cymer’s deep ultraviolet (DUV) business. The transaction is expected to close in the first half of 2013 and is subject to customary closing conditions. Partners Alison Ressler and Eric Krautheimer are leading the transaction which was announced on 17 October 2012.

Sullivan & Cromwell is also representing Ally Financial Inc in respect of the US$865 million sale of its Mexican insurance business, ABA Seguros, to the ACE Group, one of the world’s largest multiline property and casualty insurers. ABA Seguros is the fourth largest insurer in the Mexican auto insurance market. ABA Seguros is a subsidiary of Ally and was founded in 1956. Partners Andrew Gerlach and Sergio Galvis are leading the transaction which was announced on 18 October 2012.

SyCip Salazar Hernandez & Gatmaitan has advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC), as sole issue manager to San Miguel Corporation (SMC), and eleven local financial institutions that acted as joint book-runners and underwriters, in respect of the issuance and listing of SMC’s Series “2” preferred shares. With an aggregate issue price of P80.06 billion (US$1.93b), the issue is the largest capital market transaction to date in the country. SMC is a Philippine conglomerate with interests in, among others, food, dairy products, power generation, infrastructure, public utility, real estate, manufacturing, packaging, and more recently, aviation and airports. Partners Simeon Ken R Ferrer and Maria Teresa D Mercado-Ferrer led the transaction.

Watson, Farley & Williams’ Singapore office has advised Noah Shipping Solutions Pte Ltd (NSS) in respect of the sale of its two Singapore flagged bulk carrier vessels MV Selaras and MV Serasih 2 to subsidiaries of KS Maritime Pte Ltd (KSM) of Singapore. KSM has subsequently re-registered the vessels under Panamanian flag. The 45,734 DWT, 1994 built MV Selaras has been renamed MV KS Express and the 48,913 DWT, 1999 built MV Serasih 2 has been renamed MV KS Spirit. Daniel Saunders led the transaction.

Watson, Farley & Williams’ Singapore office, along with its Hamburg office, has also advised Singapore Airlines in respect of the ASPV / GOL sale and leaseback transaction of an A380-800 aircraft. The banks involved in this transaction were Australia and New Zealand Banking Group Ltd, Oversea-Chinese Banking Corporation Ltd, and United Overseas Bank Ltd as A Noteholders and Singapore Airlines as B Noteholder. The transaction represents the first time that debt for a German KG lessor has been sourced in Singapore dollars and used the debt capital markets in Singapore through the approved special purpose vehicle (ASPV) scheme. The use of the ASPV allowed Singapore Airlines to provide debt into the structure. Given that the airline is also a creditor, this led to certain detailed inter-creditor provisions between the A Noteholders, the German KG and Singapore Airlines (as B Noteholder). Partners Siva Subramaniam, Peter Chean, Clemens Hillmer and Verena Scheibe led the transaction.

Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised AIA Group Ltd in respect of the US$1.8 billion merger and acquisition of ING Groep NV’s Malaysian insurance and takaful business. The purchase includes ING’s life-insurance, employee- benefits businesses in Malaysia and a 60 percent stake in ING Public Takaful Ehsan Berhad. The acquisition will combine ING’s operations and AIA’s existing business, currently the third and the fourth largest in Malaysia respectively, to create the largest life insurer in the country. AIA’s market share will double to 25 percent in Malaysia, one of Southeast Asia’s most attractive and fastest growing life assurance markets. Partner Brian Chia led the team.

Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has also advised Malakoff Corporation Berhad in respect of the RM575 million (US$187.8m) acquisition by Malakoff’s wholly owned subsidiary, Sterling Asia Sdn Bhd, of the business assets of Hicom Power Sdn Bhd. HICOM Power is a wholly owned subsidiary of DRB-HICOM Berhad, one of Malaysia’s leading companies listed on the Bursa Malaysia Securities Berhad. Malakoff is a subsidiary of MMC Berhad, another significant diversified conglomerate which is also listed on the Bursa Malaysia Securities Berhad. Partner Munir Abdul Aziz led the team.

WongPartnership has acted for Courts Asia Ltd, in respect of an IPO under Regulation S to raise approximately S$137 million (US$112m). Partners Pong Chen Yih, Ng Wai King and Christy Lim led the transaction.

WongPartnership has also acted for palm oil producer First Resources Ltd in respect of its acquisition from Park Row Capital Ltd for US$69.4 million of 100 percent of all the ordinary shares in the issued share capital of Lynhurst Investment Pte Ltd, an investment holding company which will own a 95 percent interest in a private Indonesian company that owns oil palm plantations and a crude palm oil mill located at the West Kalimantan province, Indonesia. Partners Mark Choy and Tan Sue-Lynn led the transaction.