Deals – 7 February 2013

Allen & Gledhill is also advising SingTel Pakistan Investments Ltd, a wholly-owned subsidiary of Singapore Telecommunications Ltd, in respect of the sale of its entire 30 percent stake in Warid Telecom (Private) Ltd to Warid Telecom Pakistan LLC for US$150 million and a right to receive a 7.5 percent share of the net proceeds from any future sale, public offering or merger of Warid Telecom (Private) Ltd. Partners Michele Foo and Michelle Fum acted on the transaction.

Allen & Overy has advised Citibank, JP Morgan and Axis Capital as book-runners in respect of Axis Bank’s INR47.26 billion (US$890m) qualified institutions placement (QIP) which involved a private placement of shares under Section 4(a)(2) of the US Securities Act to investors in the US and a Regulation S offering outside the US. Together with the QIP, Axis Bank also made a preferential allotment to some of its principal shareholders, taking the total amount of equity capital raised by this deal to INR55.37 billion (US$1billion). The offering is the largest-ever QIP out of India and marks a revival of the Indian equity markets which have been moribund for quite some time. Partners Andrew Harrow and Jim Grandolfo led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co and Luthra & Luthra Law Offices advised Axis Bank and the book-runners, respectively, as Indian counsel.

Amarchand & Mangaldas & Suresh A Shroff Co has acted for Biological E. in respect of its 50/50 joint venture (JV) with Glaxo Simth Kline (GSK) for the early stage research and development of a six-in-one combination paediatric vaccine to help protect children in India and other developing countries from polio and other infectious diseases. Partner Puja Sondhi led the transaction which is yet to be completed. AZB & Partners advised Glaxo Simth Kline.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised the promoters of International Tractors Ltd (ITL) in respect of the acquisition by Blackstone Capital Partners (Singapore) VI and associate companies (Blackstone) of 12.5 percent in ITL in two equal tranches. The first tranche closed on 18 December 2012 whilst the second tranche is expected to close on 30 April 2013. Chandrasekhar Tampi led the transaction which was valued at US$100 million. Blackstone was advised by AZB & Partners.

Appleby has acted as Bermuda and BVI counsel for COSCO Pacific (2013) Finance Ltd (CPF) and COSCO Pacific Ltd (CPL) in respect of CPF’s issue of US$300 million 4.375 percent notes due January 2023 guaranteed by CPL. CPF is a special purpose vehicle newly incorporated in BVI and is a wholly owned subsidiary of CPL. It was established solely for issuing the notes. HKSE-listed CPL is a constituent company of China Ocean Shipping (Group) Company (COSCO Group). Proceeds of the notes will primarily be used to fund the expansion of the COSCO Group’s terminal and container leasing business. Partner Jeffrey Kirk led the transaction whilst Linklaters acted as counsel for the company. Clifford Chance acted for the joint lead managers.

AZB & Partners has advised Sumitomo Rubber Industries Ltd Japan in respect of its acquisition of 60 percent equity of Falken Tyre India Private Ltd, with the balance being bought by a Singapore company. Partners Percival Billimoria and Debashish Sankhari led the transaction which was valued at approximately INR550 million (US$10m).

Baker & McKenzie has advised China Merchants Holdings (International) Company Ltd (CMHI), the largest public port operator in China, in respect of its strategic partnership with CMA CGM, the world’s third largest container shipping company, and its agreement to acquire 49 percent equity interest in Terminal Link, a wholly-owned subsidiary of the CMA CGM Group, for €400 million (US$543.48m). Based in Marseilles, France, Terminal Link operates, develops and invests in a global network of 15 terminals located on the world’s key international shipping routes. This transaction is part of a wider strategic partnership between CMA CGM and CMHI as business partners in operating and developing container terminals on a global basis. Partners Poh Lee Tan and Tracy Wut led the transaction.

Baker & McKenzie, led by partner Dorothea Koo, has also advised Yuexiu Group in respect of:
• Yuexiu Property Company Ltd’s (Yuexiu Property) establishment of its first US$2 billion medium term note programme. The notes that were issued on the first drawdown amounted to US$850 million in aggregate and comprised of US$350 million 3.25 percent notes due 2018 and US$500 million 4.5 percent notes due 2023. Bank of China (Hong Kong) Ltd, BOCI Asia Ltd, DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Morgan Stanley & Co International plc acted as the joint lead arrangers for the MTN Programme. They, together with Yue Xiu Securities Ltd, acted as dealers for the first drawdown. Linklaters acted for the arrangers.
• Yue Xiu Enterprises (Holdings) Ltd’s (Yue Xiu Enterprises) third note issuance of HK$1 billion (US$129m) 5.65 percent corporate notes due 2018. The notes were purchased by Industrial and Commercial Bank of China (Macau) Ltd and Agricultural Bank of China Ltd Hong Kong Branch. Société Générale, ICBC International and Agricultural Bank of China Ltd Hong Kong Branch acted as joint lead arrangers. Hogan Lovells acted for the arrangers.

Clifford Chance has advised Asia Outsourcing Gamma Ltd, a company controlled by CVC Capital Partners, in respect of its purchase of Philippine Long Distance Telephone Company’s (PLDT) business process outsourcing (BPO) business for more than US$300 million. PLDT will reinvest 20 percent of the proceeds from the sale into Asia Outsourcing Gamma Ltd and continue to participate in the growth of the business as a partner with CVC, one of the world’s leading private equity and investment advisory firms. The BPO company, headquartered in the Philippines, has operations in India and the US and is one of the largest and most diversified BPO service providers in terms of clients, geographic presence and capabilities. Partner Neeraj Budhwani led the transaction which is expected to close in March 2013, subject to government approvals.

Davis Polk has advised The Hongkong and Shanghai Banking Corporation Ltd, Standard Chartered Bank and UBS AG Hong Kong Branch as initial purchasers in respect of a US$400 million Regulation S high yield notes offering by Sparkle Assets Ltd, an indirect special purpose vehicle set up by Fosun International Ltd. The notes are guaranteed by Fosun International Ltd and certain of its subsidiaries. HKSE-listed Fosun is a Shanghai based holding company which owns several Hong Kong and PRC listed entities, such as Fosun Pharma and Nanjing Iron & Steel. Partners William F Barron and John D Paton led the transaction whilst Grandall Law Firm (Shanghai) advised as to PRC law. The Fosun Group was advised by Sidley Austin as to US law and Hong Kong law, Chen & Co as to PRC law and Appleby as to BVI law.

Davis Polk has also advised Credit Suisse (Hong Kong) Ltd and Morgan Stanley Services Pty Ltd as joint lead managers in respect of the US$453.7 million offering by Innolux Corporation of 101.25 million global depositary shares (GDSs) representing approximately 1 billion shares. The GDSs are listed on the Luxembourg Stock Exchange. Based in Taiwan, Innolux Corporation is the world’s second-largest TFT-LCD panel manufacturer. Partners James C Lin and John D Paton led the transaction whilst Fangda Partners advised on PRC law. Baker & McKenzie advised Innolux Corporation on Taiwan law.

Eversheds has advised New World China Land (NWCL) in respect of a new dim sum bond issue raising RMB3 billion (US$481.2m). This is NWCL’s second dim sum bond offering after their previous successful record-making RMB4.3 billion (US$689.6m) offering last year, which still remains the largest corporate dim sum bond issuance in history and on which the firm also advised NWCL. The Regulation S deal was priced at 5.5 percent for a five-year tenor due 2018. The bonds are listed on the HKSE. Lead managers for the transaction are BOC International and HSBC. Partners Kingsley Ong and Stephen Mok led the transaction which closed on 6 February 2013.

HSA Advocates has advised Pearl Drinks Ltd, a company engaged in the manufacture of aerated drinks, syrup mix, juices and other products pursuant to franchise rights granted by PepsiCo, in respect of the sale and transfer of its Delhi Territory Business by way of a business transfer arrangement to Varun Beverages Ltd. The transaction entailed the sale of the whole of the Delhi Territory PepsiCo Business, including the manufacturing and marketing of the PepsiCo products in the said territory. Pearl Drinks is a part of the CK Jaipuria Group of Companies whilst Varun Beverages is part of the RK Jaipuria Group of Companies / RJ Corp. Partners Aparajit Bhattacharya and Harvinder Singh led the transaction. PepsiCo was advised by JSA.

HopgoodGanim is advising Jindal Steel & Power (Australia) Pty Ltd in respect of its A$221.61 million (US$230.6m) on-market takeover offer for coal producer Gujarat NRE Coking Coal Ltd. Jindal’s unconditional cash offer per share represents a five percent premium to the closing price per share on 29 January 2013 and a 15 percent premium on the volume weighted average share price over the previous three months. As Jindal currently owns 19.48 percent of Gujarat, the offer represents a continuation of Jindal’s strategy to strengthen its global base in interests, at both a direct and indirect equity basis, in coal reserves. Partner Michael Hansel is leading the transaction.

K Law has advised HealthSprint Networks Private Ltd and its promoters in respect of the sale of 100 percent of the promoters’ equity stake in the company to the venture capital funds viz. Nirvana Digital India Fund and Bessemer Venture Partners. The company is engaged in the business of Healthcare IT services by developing healthcare payment network, health insurance applications, etc. Partner Shwetambari Rao led the transaction. The investors were represented by Nishith Desai Associates.

Khaitan & Co has advised Haldia Energy Ltd in respect of availing US$30 million external commercial borrowing as part of ICICI Bank’s rupee denominated senior debt facility on INR450 crores (US$84.68m). Haldia Energy Ltd is a wholly owned subsidiary of CESC Ltd. Partner Amitabh Sharma acted on the transaction.

Khaitan & Co has also advised Bessemer Venture Partners Trust in respect of its acquisition of 33.33 percent stake in Anunta Technology Management Ltd for approximately US$3 million. Bessemer Venture Partners is a private venture capital firm with the longest standing venture capital practice in the United States. Partner Aakash Choubey acted on the transaction.

King & Wood Mallesons has represented Nissan Motor Co Ltd (Nissan) and Nissan (China) Investment Co Ltd in respect of the successful signing of the framework agreement with Dongfeng Motor Group Co Ltd (DFG) and Dongfeng Motor Co Ltd (DFL) for DFL’s medium-duty and heavy-duty commercial vehicle businesses. The total investment is RMB11.71 billion (US$1.88b) which includes the restructure and transfer of equity interest, assets, contracts, debt and personnel. The framework agreement, as well as the relevant equity transfer agreements and assets transfer agreement, were signed on 26 January 2013. DFL is a 50:50 joint venture established by Nissan and DFG in 2003. It is the largest sino-foreign joint venture in the auto industry in China. DFG is a leading auto manufacturer of medium and heavy trucks in the world and Chinese markets. Xu Ping and Liu Cheng led the transaction.

King & Wood Mallesons has also advised Shantui Construction Machinery Co Ltd (Shantui), through its wholly owned subsidiary Shantui Investment Co Ltd (Shantui Investment), in respect of its agreement signed on 25 January 2013 with Manitowoc Crane Group Asia Pte Ltd (Manitowoc) and other related parties to acquire a controlling stake in Manitowoc Dongyue Heavy Machinery Co Ltd (Dongyue) by increasing capital. Under the agreement, the existing Chinese shareholder will exit from Dongyue and Dongyue will change its name to Shantui Manitowoc Heavy Industry Co Ltd, with Shantui Investment and Manitowoc each holding 51 percent and 49 percent equity interests, respectively. Shantui Investment and Manitowoc will invest RMB216.8 million (US$34.79m) and RMB88.2 million (US$14.15m), respectively, through capital increase. After this transaction, this joint venture will become the sole platform for the manufacture and sales of truck cranes and loader cranes in China, and will also be the exclusive distributor of the imported Manitowoc RT/AT in China. Xu Ping led the transaction.

Latham & Watkins has advised Thai Oil Public Co Ltd, one of Thailand’s largest refining and petrochemical companies and a part of state-owned energy and chemicals conglomerate, PTT Group, in respect of its benchmark offering of US$1 billion dual-tranche senior unsecured fixed rate notes. The issue comprised of US$500 million 3.625 percent senior unsecured notes due 2023 and US$500 million 4.875 percent senior unsecured notes due 2043. Partners Michael Sturrock and Timothy Hia led the transaction.

Paul Hastings has represented HKSE-listed Future Land Development Holdings Ltd (Future Land), a leading Chinese property developer focused on developing quality residential and mixed-use projects, in respect of its issuance of US$200 million US dollar denominated senior notes. Merrill Lynch International acted as the sole global coordinator whilst Merrill Lynch International, Deutsche Bank, UBS and Haitong International were the joint book-runners and joint lead managers of the offering. Future Land intends to use the proceeds of the notes to repay certain existing loans, to fund the acquisition of land for residential and commercial property development, and for general corporate purposes. Partners Raymond Li, Vivian Lam and David Grimm led the transaction.

Paul Hastings has also represented Mingfa Group (International) Company Ltd, a leading PRC investment company focusing on property development, in respect of its issuance of US$100 million senior notes due 2018. Credit Suisse was the sole global coordinator, and Credit Suisse, Citi, ICBC International Capital, RBS and Morgan Stanley were the joint book-runners in the offer and sale of the notes. Mingfa Group intends to use the majority of the net proceeds to refinance certain of its outstanding indebtedness, including a US$20 million loan provided by Galaxy Earnest in November 2012, and the remaining amount for general corporate purposes. Partners Raymond Li, Vivian Lam, David Grimm and Christian Parker led the transaction.

Rajah & Tann is advising SGX-listed United Engineers Ltd (UEL) and its UE Centennial Venture Pte Ltd in respect of the group’s proposed all-cash voluntary offers for shares and convertible bonds of WBL Corporation Ltd (WBL) which value WBL at S$1.125 billion (US$909.4m) based on an offer price per WBL share of S$4 (US$3.23). The takeover offers, which are subject to the approval of UEL shareholders under SGX listing rules, are competing offers to the mandatory conditional offers by The Straits Trading Company Ltd (STC) which is offering cash of S$3.36 (US$2.72) per WBL share or STC shares in exchange. Partners Goh Kian Hwee, Serene Yeo, Lawrence Tan, Cynthia Goh and Soh Chai Lih are leading the transaction which was announced on 30 January 2013 and is yet to be completed.

Rodyk & Davidson has acted for the lenders led by the National Australia Bank in respect of the grant of restructured credit facilities amounting to S$470 million (US$379.7m) to Cambridge Industrial Trust Management. Part of the restructured facilities was used to finance the purchase of several new properties. Partner Lee Ho Wah led in the real estate aspects of the transaction.

Rodyk & Davidson is also acting for public listed company Sing Holdings Ltd (SHL) in respect of its acquisition of a 99-year leasehold residential land at Punggol Field Walk/Punggol East. The successful bid of S$162.1 million (US$131m) was the highest of seven bids submitted. The site has a land area of approximately 14,306.9 sq m with a maximum gross floor area of 42,920.7 sq m. It is projected that the developer will be able to construct some 435 executive condominium units on this site. Coral Edge Development Pte Ltd (CED), which is controlled by SHL, will develop the site for executive condominium housing. The firm is also acting for CED in the project sales. Partner Norman Ho leads the transaction.

Shook Lin & Bok has acted for DBS Trustee Ltd, the trustee of Mapletree Commercial Trust (MCT), in respect of the acquisition of Mapletree Anson, a 19-storey Grade-A office building in Singapore’s Central Business District, from Mapletree Anson Pte Ltd, a wholly-owned subsidiary of Mapletree Investments Pte Ltd, for a total purchase consideration of S$680 million (US$549.4m). This is MCT’s maiden acquisition since its listing on the SGX-ST on 27 April 2011. Partners Tan Woon Hum and Andrea Ng advised on the transaction.

Skadden, Arps, Slate, Meagher & Flom has represented a fund of Samchully Asset Management Co Ltd (Samchully AMC), the investment arm of the largest Korean city gas distributor Samchully Group, in respect of its acquisition of a 34 percent interest in the Neptune Gas Processing Plant in Louisiana, US from Marathon Oil Company for approximately US$170 million in cash. The transaction represents the first direct investment in a US midstream asset by a Korean financial entity. For purposes of the acquisition, Samchully AMC established a special purpose vehicle that is owned by a new fund, with investors reported to be comprised of Korean pension funds. Partner Lance Brasher and H Young Shin led the transaction. Marathon Oil was advised by Baker Botts.

Slaughter and May has acted as Hong Kong counsel for Chinalco Mining Corporation International (CMC) in respect of the global offering of its shares and listing on the HKSE which raised approximately US$397 million. The joint lead managers of the global offering are Morgan Stanley, BNP Paribas, China International Capital Corporation, Standard Chartered, HSBC and CCB International Capital Ltd. CMC is a unit of state-owned Aluminum Corporation of China and the owner of the Toromocho greenfield copper deposit in Peru. The Toromocho project is the world’s second-largest pre-production copper project, as measured by proved and probable copper ore reserves. The listing was announced on 18 January 2013 and CMC listed on 31 January 2013. Subject to the joint global coordinators exercising the over-allotment option, the deal size may be increased to up to approximately US$458 million. Partner Benita Yu led the transaction whilst Maples and Calder, led by partner Jenny Nip, acted as Cayman Islands counsel and Simpson Thacher & Bartlett, led by Leiming Chen and Robert Holo, acted as US counsel. Paul Hastings, led by partners Raymond Li, Sammy Li, David Grimm and Zhaoyu Ren, represented Morgan Stanley and BNP Paribas as the joint global coordinators.

WongPartnership has acted for Ernst & Young in respect of an arbitration commenced by Jurong Shipyard Pte Ltd for a claim amounting to more than US$300 million arising from disputed foreign exchange transactions. Partners Alvin Yeo, Tan Kay Kheng and Smitha Menon acted on the matter.

WongPartnership is also acting for AIMS AMP Capital Industrial REIT in respect of the redevelopment of the two-storey warehouse and adjoining three-storey building situated within the Defu Industrial Estate, Singapore where the development, a built-to-suit facility, will transform into a high value, six-storey industrial facility with a gross land area doubled to approximately 202,901 sq ft. Partners Angela Lim, Ethel Yeo and Tay Peng Cheng are acting on the matter.