Deals – 25 June 2014

Allen & Gledhill has also advised DBS Bank Ltd and Oversea-Chinese Banking Corp Ltd as original mandated lead arrangers and book-runners in respect of the S$905 million (US$724.6m) loan facility agreements to Lend Lease Retail Investments 3 Pte Ltd and Lend Lease Commercial Investments Pte Ltd to refinance their existing loan facilities. Partners Mark Hudspeth, Margaret Chin, Daselin Ang, Margaret Soh and Lyn Wee led the transaction.

Allens has advised ANZ and NAB as lenders in respect of a transaction that will see Mermaid Marine Australia Ltd (MMA) receive new debt facilities, including a US$227 million facility, to part-fund its S$625 million (US$500.52m) acquisition of Jaya Holdings Ltd’s subsidiaries. The acquisition adds 27 modern offshore vessels to MMA’s fleet, as well as a new-build pipeline of six high-specification vessels and two strategically located onshore facilities in Singapore and Batam, Indonesia. The fleet operates across South East Asia, the Middle East, West Africa and East Africa. Partner Ben Farnsworth led the transaction whilst Linklaters acted as Singapore counsel, Rajah & Tann as specialist shipping counsel in Singapore, Zaid Ibrahim & Co as Malaysian counsel, Widyawan & Partners as Indonesian counsel and Alemán, Cordero, Galindo & Lee as Panamanian counsel. Mermaid Marine Australia was advised by Ashurst as lead counsel, Allen & Gledhill as Singapore counsel, Rahmat Lim & Partners as Malaysian counsel and ABNR as Indonesian counsel.

AZB & Partners has advised Bain Capital in respect of its sale of approximately 5.6 million equity shares, representing 2.81 percent of the total paid up equity share capital of Hero MotoCorp Ltd. Partners Anil Kasturi and Nandita Govind led the transaction which was valued at approximately US$248 million and closed on 13 June 2014.

AZB & Partners has also advised SS III Indian Investments Two Ltd in respect of its sale of 3.81 percent of Oberoi Realty Ltd. Partner Sai Krishna Bharathan led the transaction which was valued at approximately US$49 million and closed on 26 May 2014.

Clifford Chance has advised Royal Dutch Shell plc (Shell) in respect of its sale of 156.5 million shares in Woodside Petroleum Ltd, representing a total estimated value to Shell of around US$5 billion on an after-tax basis. The sale, which represents 19 percent of Woodside’s issued share capital, is through an underwritten sell-down to equity market investors and a selective share buy-back by Woodside. Shell’s subsidiary, Shell Energy Holding Australia Ltd (SEHAL), has mandated two investment banks to sell 78.27 million shares in Woodside, representing approximately 9.5 percent of the issued share capital in the company. The shares will be sold to a range of equity market investors. In addition, under an agreement with SEHAL, Woodside will also buy back 78.27 million of its shares from SEHAL at a price of A$34.24 (US$32.27). Completion of the buy-back is conditional upon Woodside shareholder approval, amongst other limited matters. Partner Lance Sacks, assisted by partner Crawford Brickley, led the transaction.

Clifford Chance has also advised Hanhua Financial Holding Co Ltd in respect of its HK$1.86 billion (US$240m) listing on the Main Board of the HKSE. A total of 1.15 billion shares were sold at HK$1.62 (US$0.209) per share. CICC and China Galaxy acted as joint sponsors and book-runners. Hanhua Financial is a leading credit-based guarantee financing provider for small and medium-sized enterprises in China. Proceeds from the listing will primarily be used for its microfinance and small loans business. Beijing corporate partner Jean Yu, supported by capital markets partners Jean Thio, led the transaction.

Colin Ng & Partners has acted for DBS Bank Ltd Labuan Branch as the lender in respect of a S$75 million (US$60m) revolving credit facility to NV Multi Corp (Singapore) Pte Ltd, a subsidiary of NV Multi Asia Sdn Bhd in Malaysia, a pioneering company in the bereavement industry. The security for the facility included a Singapore law debenture and a Malaysian law assignment and charge over accounts. Partner Bill Jamieson led the transaction whilst Zul Rafique & Partners advised on Malaysian law.

Davis Polk has advised Credit Suisse Securities (USA) LLC and another investment bank as joint book-running managers in respect of a US$75.7 million offering by Zhaopin Ltd of 5.61 million American depositary shares (ADSs), each representing two Zhaopin Class A ordinary shares. Zhaopin has granted the underwriters an option to purchase up to an additional 841,500 ADSs. The ADSs are listed on the NYSE. Zhaopin is a leading career platform in China. The zhaopin.com website is the most popular career-focused website in China as measured by average daily unique visitors in 2013 and the second-largest online recruitment services provider as measured by revenues in 2013. Partners Howard Zhang and James C Lin, supported by partner John D Paton, led the transaction. Zhaopin was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Commerce & Finance Law Offices as to PRC law and Maples and Calder as to Cayman Islands law. The underwriters were advised by Global Law Offices as to PRC law.

Gide has advised Pilmico Foods Corp, the food subsidiary of Manila-based conglomerate Aboitiz Equity Ventures, in respect of the acquisition of Vinh Hoan 1 Feed JSC (VHF), the fourth largest aqua feed producer in Vietnam and a subsidiary of Vinh Hoan Corp, Vietnam’s largest exporter of pangasius (Asian catfish). Pilmico will acquire an initial 70 percent equity stake in VHF and will purchase the remaining 30 percent within five years at a pre-agreed price. Pilmico is one of the Philippines’ largest flour-milling companies and has been ranked among the top three domestic flour producers in the country. This is an important transaction for Pilmico in terms of international expansion as well as a strategic partnership to enter the Vietnamese market. Partner Samantha Campbell led the transaction.

Herbert Smith Freehills has advised China Merchants Bank Co Ltd Hong Kong Branch in respect of the establishment of its US$5 billion medium term note program and the first drawdown of US$500 million. The program was established on 28 May 2014 whilst the HKSE listing of the notes became effective on 13 June 2014. China Merchants Bank offered US$500 million principal amount of notes, with a 2.375 percent coupon, which will mature in 2017. The proceeds will be used for working capital and general corporate purposes. BofA Merrill Lynch, HSBC and Standard Chartered Bank were the arrangers for the programme, and, together with BNP Paribas, Citigroup, JP Morgan and Wing Lung Bank Ltd, also the underwriters of the first drawdown. Hong Kong partner Kevin Roy piloted the transaction.

Khaitan & Co has advised Rexam PLC in respect of the India leg of the transaction in relation to the US$135 million sale of its containers and closures division of its healthcare business to Berry Plastics Group Inc. As part of the sale, there was an indirect acquisition of Rexam Pharma Packaging India Private Ltd Bangalore, a wholly-owned subsidiary of Rexam Plastic Packaging (India Holdings) Ltd. The firm also advised on the US$805 million sale of Rexam’s pharmaceutical devices and prescription retail packaging divisions of its healthcare business to Montagu Private Equity LLP. Director Ketan Kothari spearheaded the transaction.

Khaitan & Co has also advised E2open Inc on all Indian law related aspects in respect of its acquisition of Serus Corp USA for up to approximately US$26 million. E2open provides cloud-based, on-demand software solutions for supply chain management on an integrated platform that enables companies to collaborate with their trading partners to procure, manufacture, sell and distribute products more efficiently. Partner Rajiv Khaitan, supported by executive director Daksha Baxi, led the transaction.

K&L Gates has advised Kai Yuan Holdings Ltd, an investment holding company listed on the HKSE, in respect of the acquisition of the premises and operations of the Paris Marriott Champs-Elysees hotel for a €344 million (US$467.65m) provisional consideration, with the deal expected to close this summer. Managed by Marriott, this five-star property is the only hotel located on Paris’ Champs-Elysees Avenue. Hong Kong corporate/M&A partner Vincent Tso, supported by real estate and finance partner Edouard Vitry and Paris partner Bertrand Dussert, led the transaction.

Latham & Watkins has advised Xeraya Capital Sdn Bhd and Pulau Manukan Ventures Labuan Ltd, an affiliate of Khazanah Nasional Bhd, in respect of its private-equity lead investment via redeemable convertible preferred shares in PrIME Biologics Private Ltd, a Singapore-based biotechnology company which is wholly-owned by ASX-listed Nusep Holdings Ltd, for an investment value of S$15 million (US$12m). JP Asia Prime Capital (Pte) Ltd was the co-investor for an investment value of up to S$5 million (US$4m). PrIME Biologics manufactures blood plasma products for sale in Asia. Singapore partner Chei Liang Sin and Washington DC partner Michael Schlesinger led the transaction.

Mayer Brown JSM has advised Hong Kong Huafa Investment Holdings Company Ltd in respect of its issue of RMB850 million (US$136.54m) 4.25 percent credit enhanced bonds due 2017 backed by a standby letter of credit issued by Agricultural Bank of China. The deal was jointly lead managed by ABC International, the Hong Kong and Singapore branches of Agricultural Bank of China and OCBC. The issuer is a wholly-owned subsidiary of Zhuhai Huafa Group Co Ltd, a PRC state-owned conglomerate involved in urban operations, financial services, property development, sales and trading, modern services, education, media and tourism. Corporate & Securities partner James Fong, supported by partner Phill Smith, led the transaction.

Morrison & Foerster has advised Dynagreen Environmental Protection Group in respect of its US$133 million IPO on the HKSE which launched on 19 June 2014. Hong Kong managing partner Ven Tan led the transaction whilst Allen & Overy advised on Hong Kong and US issues and Tian Yuan Law Firm advised on PRC issues.

Shearn Delamore, together with WongPartnership, has acted as Malaysian counsel to TCC Assets Ltd and SGX-listed Thai Beverage Public Company Ltd in respect of its successful and contested takeover offer for SGX-listed Fraser & Neave Ltd, a 130 year-old conglomerate with soft drinks, dairy and publishing businesses plus a real estate portfolio worth more than S$8 billion (US$6.4b). Ng Swee Kee and Marhaini Nordin led the transaction which is the largest M&A transaction in Singapore’s corporate history with a value of approximately US$11.19 billion.

Sidley Austin has advised Lerado Group of Hong Kong in respect of an M&A transaction with Dorel Industries Inc of Montreal, Canada. Lerado signed an agreement with Dorel, which has agreed to acquire its juvenile business for HK$930 million (US$120m). Hong Kong partner Constance Choy led the transaction.

WongPartnership has acted for the syndicate of mandated lead arrangers and lenders in respect of the grant of S$2.1 billion (US$1.68b) facilities to Asia Square Tower 1 Pte Ltd to, inter alia, refinance certain of its existing facilities in relation to the development of Asia Square Tower 1, a mixed-use development located within the heart of the newly-crowned central business hub of Singapore, Marina Bay; and S$1.2 billion (US$961m) facilities to Asia Square Tower 2 Pte Ltd to, inter alia, refinance certain of its existing facilities in relation to the development of Asia Square Tower 2, a mixed-use development housing a 305-room Westin Hotel located within Marina Bay. Partners Susan Wong, Monica Yip and Choo Ai Leen led the transaction.

WongPartnership has also acted for Street Square Pte Ltd in respect of the grant of a fully-secured term loan facility of S$607.75 million (US$486.74m) by Australia and New Zealand Banking Group Ltd, DBS Bank Ltd and United Overseas Bank Ltd to, inter alia, refinance in full its indebtedness under bonds it issued in 2011 and the S$116 million (US$92.9m) term loan facility granted to it in 2011. Partners Susan Wong and Dorothy Marie Ng led the transaction.