Deals – 3 September 2014

Allen & Gledhill has also advised Housing and Development Board in respect of the issue of S$900 million (US$717.8m) fixed rate notes under its S$32 billion (US$25.5b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

Ashurst has advised Far East Hospitality Holdings Pte Ltd, a subsidiary of SGX-listed Far East Orchard Ltd, in respect of the acquisition of a 50 percent interest in a portfolio of property companies which own four hotel properties in Europe. Together with its joint venture partner Toga Group, Far East Hospitality acquired interests in a portfolio of companies from Toga Accommodation Fund (TAF). In addition, Far East Hospitality purchased a 50 percent interest in a separate portfolio of companies from Toga Group. The four hotels are located in Berlin, Frankfurt, Copenhagen and Denmark. Following the transactions, Far East Hospitality now owns and operates a combined portfolio of more than 13,000 rooms under its management across 80 hotels and serviced residences in Australia, China, Denmark, Germany, Hungary, Malaysia, New Zealand and Singapore. Frankfurt real estate partner Peter Junghänel and Munich corporate partner Lars Jessen, assisted by Frankfurt tax partner Klaus Herkenroth, Sydney real estate partner John Stawyskyj and Sydney tax partner Vivian Chang, led the transaction whilst Bruun & Hjejle provided Danish law advice and ATOZ provided Luxembourg tax advice.

Gibson, Dunn & Crutcher has acted as US counsel to the special committee of independent directors in respect of China Housing & Land Development Inc’s going private transaction. Nasdaq-listed China Housing is a leading developer of residential and commercial properties in northwest China. The transaction is designed to eliminate China Housing’s status as a public company in the US. It would include a reverse stock split shares of its common stock, whereby every 50,000 shares of common stock issued and outstanding will be converted into one whole share of common stock. In lieu of issuing any fractional shares to stockholders as a result of the reverse stock split, the company will make a cash payment equal to US$1.75 per pre-reverse stock split share to such stockholders. Beijing partner Fang Xue, assisted by US partners Dora Arash, James Moloney and Brian Lutz, led the transaction which is subject to the approval of stockholders holding a majority of the outstanding shares of the company’s common stock. Skadden, Arps, Slate, Meagher & Flom advised Duff & Phelps LLC, the financial advisor to the special committee.

Khaitan & Co has successfully defended Eastern India Motion Pictures Association (EIMPA) before the Competition Commission of India (CCI). The applicant, a film distributor, had challenged an affidavit of compliance filed by EIMPA before CCI, alleging non-compliance of CCI orders under section 42 of the Competition Act 2002 which provides for a fine of INR10 crores (US$1.65m) to INR25 crores (US$4.12m) or imprisonment up to 3 years or both. The firm challenged the veracity of the application. The CCI dismissed the application, expressing displeasure for filing application without any evidence. No appeal lies before the Competition Appellate Tribunal had the CCI passed an adverse order. Partner Manas Kumar Chaudhuri led the transaction.

Khaitan & Co has also advised Vectus Industries Ltd in respect of an approximately US$16 million private equity investment by Creador in Vectus. Vectus Industries is India’s fastest growing pipe and storage solution company. The group has been involved in manufacturing of PPR piping systems, CPVC piping systems, PVC pressure piping, multi-layer composite piping system, SWR piping systems, blow moulded tanks, rotational moulded tanks and various kinds of plastic moulded articles for agricultural and household purposes. Associate partner Joyjyoti Misra led the transaction.

Kirkland has represented CITIC Securities International Company Ltd in respect of its investment in China Huarong Asset Management Co Ltd, one of China’s four asset management companies founded to resolve non-performing loans for China’s state-owned banks. The investment was part of a RMB14.5 billion (US$2.36b) placement by China Huarong to eight strategic investors before its planned IPO. Hong Kong corporate partner Frank Sun, assisted by corporate partners Nick Norris and David Yun, led the transaction which was completed on 29 August 2014.

Latham & Watkins has represented Deutsche Bank Securities Inc, JP Morgan Securities LLC and Morgan Stanley & Co. International plc as the joint book-runners in respect of the issuance by TAL Education Group, a US-listed after-school tutoring services provider in China, of US$200 million convertible senior notes due 2019. The convertible bonds featured a five-year maturity and a three-year investor put option. This offering was one of a few deals in Asia to feature a capped call, which is generally expected to offset dilution upon conversion of the bonds if the volume weighted average price of the ADSs exceed the strike price of the capped call. The deal was launched with a base of US$200 million plus an upsize option of US$30 million, which was promptly exercised. Hong Kong partner Posit Laohaphan and New York partner Witold Balaban led the transaction.

Luthra & Luthra Law Offices has acted as sole lender’s legal counsel to YES Bank Ltd in respect of the funding provided to Surya Vidyut Ltd. The transaction involved availment of rupee facilities by Surya Vidyut Ltd from YES Bank aggregating to approximately INR111.24 crores (US$18.34m) in connection with development, implementation and set up of a 26 MW wind power project in the state of Gujarat. Partner Aniket Sengupta led the transaction.

Paul Hastings has advised China Huarong Asset Management Co Ltd in respect of its issue of new shares to a consortium of strategic investors, including China Life Insurance (Group) Company, Warburg Pincus, CITIC Securities International Company Ltd, Khazanah Nasional Berhad, China International Capital Corp Ltd, China National Cereals, Oils and Foodstuffs Corp (COFCO), Fosun International Ltd and Goldman Sachs. All parties have entered into investment agreements and strategic partnership agreements regarding the capital increase. The agreements were approved by the State Council and the State regulatory agencies and the transaction was successfully completed. Under the agreements, China Life Insurance (Group) Company and seven other investors will make additional strategic investments amounting to a total of RMB14.5 billion (US$2.36b), accounting for 20.98 percent of the enlarged share capital of China Huarong upon completion of the transaction. In accordance with restructuring plans approved by the State Council, China Huarong will seek a market window to make a public offering of its shares following the introduction of strategic investors. China Huarong is the largest financial asset manager in China with total assets of RMB400 billion (US$65b). Corporate partner Nan Li led the transaction.

Rajah & Tann Singapore and Rajah & Tann LCT Lawyers (Vietnam), member firms of the Rajah & Tann Asia regional alliance, are advising KMP Private Ltd in respect of the acquisition of the Hiep Thanh group of Vietnamese companies for approximately US$37 million. The Vietnamese companies are in the businesses of rice milling and processing as well as fish and animal feed processing. The acquisition enabled KMP Private Ltd, which is part of Indonesian conglomerate Salim Group, to venture into the rice and seafood industries in Vietnam. Rajah & Tann Singapore partners Goh Kian Hwee, Cheng Yoke Ping and Cynthia Goh and Rajah & Tann LCT Lawyers (Vietnam) partners Brian Ng and Que Vu are leading the transaction.

Rajah & Tann is also advising KGI Asia (Holdings) Pte Ltd, which is owned by China Development Financial Holding Corp, in respect of its proposed acquisition of all the shares in the issued share capital of AmFraser Securities Pte Ltd from AmFraser International Pte Ltd. AmFraser Securities is part of the AmInvestment Bank group, a Malaysian investment banking group. The Singapore-based brokerage that was the target of the acquisition engages in stockbroking, securities trading, margin financing facility, equity research and corporate finance and advisory services. Partners Evelyn Wee, Lorena Pang, Terence Quek, Ruth Lin, Kala Anandarajah, Mei Ann Lim, Sim Kwan Kiat, Farrah Salam and Abdul Jabbbar are leading the transaction. Wong & Partners is advising AmFraser International Pte Ltd and AmInvestment Bank Berhad.

Rodyk & Davidson has acted as Singapore counsel for global electronics products leader Panasonic Corp in respect of its joint venture with NASDAQ-listed Skyworks Solutions Inc for developing high performance filter solutions. As part of the deal, Skyworks paid approximately US$148.5 million for a 66 percent stake in the venture, with Panasonic holding the remaining 34 percent. The transaction closed on 1 August 2014. Corporate partner Gerald Singham, supported by partners Terence Yeo, Ray Chiang, Lee Liat Yeang and Nadia Cardoz, led the transaction.

Rodyk & Davidson is also acting for SGX-ST-listed GSH Corp Ltd in respect of the proposed sale of its trading and distribution business to SGX-ST-listed Serial System Ltd for approximately US$13.4 million. Corporate partner Kenneth Oh, supported by partner Hsu Li Chuan, is leading the transaction.

Salman M Al-Sudairi Law Office, in association with Latham & Watkins, has advised Uyoun Al-Raed Commercial Company Ltd in respect of a SAR1.97 billion (US$525.26m) murabaha financing. Uyoun Al-Raed is a member of Fawaz Al Hokair Group, which is one of the largest conglomerates and leading real estate developer in the Kingdom of Saudi Arabia and the Middle East. The proceeds of the financings will be used to fund the construction of the largest mall in Riyadh, the Mall of Arabia. Salman Al-Sudairi led the transaction.

Sidley Austin has advised Sinotrans Shipping Ltd in respect of its approximately RMB550 million (US$89.46m) acquisitions from Sinotrans & CSC Holdings Co Ltd, a PRC state-owned enterprise, and Sinotrans Ltd, an H-share company listed on the HKSE, of certain equity interests in and shareholders loans of nine companies engaging in ship owning and chartering, international container transportation, ship management and conveying businesses. Sinotrans Shipping is a leading shipping company in China engaged in vessel time chartering, shipping service and fleet management. Partners Constance Choy and Janney Chong led the transaction.

Simpson Thacher is representing Murata Manufacturing Co Ltd in respect of its acquisition of the entire equity interest in Peregrine Semiconductor Corp. Murata Electronics North America Inc, a wholly-owned subsidiary of Murata, will acquire Peregrine for approximately US$465 million, or US$12.50 per share in cash. Murata is a worldwide leader in the design, manufacture and sale of ceramic-based passive electronic components and solutions, communication modules and power supply modules. Peregrine, founder of RF SOI (silicon on insulator), is a leading fabless provider of high-performance, integrated RF solutions. Partner David Sneider led the transaction, which is subject to Peregrine’s stockholder approval, regulatory approvals and other customary closing conditions, is expected to close by the end of 2014 or early 2015.

Thanathip & Partners has advised Bangkok Dusit Medical Services Public Company Ltd in respect of its expansion in hospital network through a proposed acquisition of the entire business of Phuket International Hospital (Siriroj Hospital) with a cash consideration of β3.6 billion (US$112m). Partner Chawaluck Sivayathorn Araneta led the transaction.

Thanathip & Partners has also represented Inter Far East Engineering Public Company Ltd in respect of the acquisition of the entire equity interest in V O Net Biodiesel Asia Co Ltd, a solar power plant located in Kalasin Province, which is in line with its business expansion strategy to acquire operating renewable energy power plants in Thailand. Kornjan Tangkrisanakajorn led the transaction.

WongPartnership has acted for Mapletree Real Estate Advisors Pte Ltd, a wholly-owned subsidiary of Mapletree Investments Pte Ltd, in respect of establishing the ¥51 billion (US$485.8m) Mapletree Japan Logistics Development which primarily invests in logistics development assets and selected completed logistics assets in Japan. Partners Low Kah Keong and Felicia Ng led the transaction.

WongPartnership has also acted for Skyworks Solutions Inc in respect of its joint venture with Panasonic Corp to design, develop and deliver high performance filters, including surface acoustic wave (SAW) devices and temperature compensated SAW devices (TC-SAW), and the acquisition by the joint venture of Panasonic Corp’s SAW and TC-SAW business in Singapore. Partners Kenneth Leong, Vivien Yui, Tan Teck Howe, Joyce Ang, Tan Shao Tong and Lam Chung Nian led the transaction.