Deals – March 4, 2015

Allens has acted for Newcrest Mining Ltd in respect of its selldown of its stake in Evolution Mining Ltd. The selldown, known as a block trade, will see Newcrest retain a 14.9 percent share of Evolution. The A$106 million (US$83m) raised by the selldown will be used to repay debt. Block trades have become an increasingly common method to effect sales of substantial stakes without creating market disruption. A block trade sees an order or trade organised through a bookbuild process, usually with underwriting support and outside of the open markets. Partner Richard Kriedemann led the transaction.

Appleby has acted as Bermuda counsel to Joyas International Holdings Ltd in respect of its proposed renounceable non-underwritten rights issue of warrants and convertible bonds. Joyas will issue warrants of up to approximately S$3.5 million (US$2.5m) and 7 percent convertible bonds due 2020 of up to approximately S$5.3 million (US$3.9m). Majority of the proceeds from the warrant and bond issuance will be used to expand the company’s nickel business through its proposed acquisition of Hong Kong Silver Basic Group, a distributor and trader of nickel in Hong Kong and China. Bermuda-incorporated and SGX-listed Joyas designs, manufactures and sells metal gift and jewellery products. Hong Kong corporate partner John Melia led the transaction whilst Shook Lin & Bok acted as Singapore counsel.

Cheung & Lee, in association with Locke Lord (HK), has advised a group of investors in respect of the HK$450 million (US$58m) acquisition of 15.88 percent of the issued shares of HKSE-listed Chiho-Tiande Group Ltd, the largest mixed metal scrap recycler in China. The transaction closed on 16 February 2015. Hong Kong partner Michael Fung led the Locke Lord team. Baker & McKenzie advised the seller.

Davis Polk has advised JP Morgan Securities plc, China Merchants Securities (HK) Co Ltd, Jefferies Hong Kong Ltd and two other investment banks as initial purchasers in respect of a Regulation S offering of US$1 billion 12 percent senior notes due 2020 by HKSE-listed Evergrande Real Estate Group Ltd, one of the largest national property developers in China. Partners William F Barron and John D Paton led the transaction. Evergrande Real Estate Group was advised by Sidley Austin.

Howse Williams Bowers has advised Dafeng Port Overseas Investment Holdings Ltd in respect of the acquisition of approximately 46.43 percent interest in Gamma Logistics Corp, a company whose shares are listed on the Growth Enterprise Market of the HKSE. The firm also advised Dafeng on the subsequent general offer for all the shares of Gamma not already owned by Dafeng at a total deal size of HK$425 million (US$54.8m). Dafeng is 40 percent owned by Jiangsu Dafeng Harbor Holdings Ltd which is under the administration of State-owned Asset Supervision and Administration Commission of Dafeng City and is wholly-owned by the People’s Government of Dafeng City. Gamma provides integrated logistics freight services. Corporate partner Brian Ho led the transaction.

Khaitan & Co advised Yes Bank Ltd (YBL) and India Infrastructure Finance Company Ltd (IIFCL) in relation to financing of approximately INR 675 crores to EVTL, in connection with the (i) up-gradation and strengthening of the existing mechanized iron ore handling facility at the outer harbor of the Visakhapatnam Port and (ii) setting up of a mechanized facility by EVTL, at the inner harbour of the Visakhapatnam Port in Andhra Pradesh, on a PPP basis. The project will be implemented and operated on a BOT basis over a period of 30 years. Associate Partner, Kumar Saurabh Singh led the transaction.

Khaitan & Co has also advised Gillanders Arbuthnot and Company Ltd in respect of the 100 percent acquisition of Group Developments Ltd, Group Holdings Ltd, Mafisi Tea Estates Ltd and Naming’omba Tea Estates Ltd (all located in Malawi) by Gillanders Holdings (Mauritius) Ltd, a wholly-owned special purpose vehicle of Gillanders Arbuthnot and Company Ltd set up in Mauritius. The Malawian companies were bought from NBS Bank Ltd, a bank with whom the shares were pledged. Gillanders Arbuthnot and Company is a listed Indian company and is part of the Kothari Group of Calcutta, one of the oldest business conglomerates with presence in various sectors, such as tea, textiles, engineering and chemicals. Partner Haigreve Khaitan and associate partner Niren Patel, assisted by executive director Daksha Baxi, led the transaction.

King & Wood Mallesons has advised US-listed TransDigm Group in respect of its acquisition of the international Telair Group for a provisional purchase price of US$725 million from US-listed AAR Corp. Telair is a leading global manufacturer of on-board lifting, loading and handling systems, as well as restraint systems and transport containers for the aerospace industry. TransDigm, through its wholly-owned subsidiaries, is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Frankfurt corporate partner Michael Cziesla led the transaction. BakerHostetler (USA), led by Cleveland corporate partners John Gherlein and John Allotta; Magnusson (Sweden/Norway), led by partners Anders Bäckman and Naja Dannow; and Allen & Gledhill (Singapore), led by corporate partners Tan Wee Meng and Chiam Tao Koon, also advised TransDigm.

Luthra & Luthra Law Offices has advised Gaja Capital, a mid-market focused private equity firm, in respect of its investment in Bakers Circle (India) Private Ltd, which is engaged in processing, selling and distributing specialized frozen foods. Partner Deepak THM led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Xiaoju Science and Technology Ltd, the ultimate owner of Didi Dache, in respect of Didi Dache’s merger with Kuaidi Dache, two of China’s leading taxi-hailing mobile apps. Partner Greg Knowles led the transaction. Skadden acted as international counsel to Didi Dache.

Rajah & Tann is advising Tamaris Infrastructure Pte Ltd in respect of its proposed S$30 million (US$22m) subscription by way of placement of new shares in the capital of SGX-listed Moya Holdings Asia Ltd. The placement will be undertaken in two tranches, with the second tranche subject to Moya shareholders’ approval. Moya is engaged in the investment and development of total water solutions. Together with its subsidiaries, the group aims to be the partner of choice to cities, private and public entities for their reliable, sustainable and cost effective water supply. With a proximate focus on Indonesia, Moya has secured build, operate and transfer projects under contract and development by its subsidiaries PT Moya Bekasi Jaya, PT Moya Tangerang and PT Moya Makassar. Partners Goh Kian Hwee, Serene Yeo and Cynthia Goh are leading the transaction which was announced on 25 February 2015.

Rajah & Tann is also advising Action Electronics Co Ltd in respect of the proposed conditional cash exit offer by SAC Capital Private Ltd, for and on behalf of Action Electronics wholly-owned subsidiary Almond Garden Corp (AGC), to acquire all the issued and paid-up ordinary shares in the capital (excluding treasury shares) of Action Asia Ltd (AAL), other than shares already owned, controlled or agreed to be acquired by AGC and parties acting in concert with it as of the date of the exit offer but including the shares which are the subject of the Directors’ Irrevocable Undertakings (as defined in the joint offer announcement dated 27 February 2015), in connection with the proposed voluntary delisting of AAL from the Main Board of the SGX-ST. Based on the offer price of S$0.19 (US$0.14) per share, the target group is valued at approximately S$75.6 million (US$55.5m). The target group is engaged in the design, manufacture and assembly of mobile audio and video electronic products for lifestyle entertainment and in-car entertainment multimedia products. Partners Danny Lim and Bernia Tan are leading the transaction which was announced on 27 February 2015 and is yet to be completed.

Shook Lin & Bok is acting for KPMG Corporate Finance Pte Ltd, the independent financial adviser to SGX-listed Keppel Land Ltd, in respect of Keppel Corp Ltd’s voluntary unconditional cash offer to privatise its real estate subsidiary Keppel Land at a base offer price of S$4.38 (US$3.21) per share, which values Keppel Land at approximately S$6.8 billion (US$4.99m). Partners David Chong and Michelle Phang are leading the transaction.

Skadden has represented Samsung Electronics Co Ltd in respect of its acquisition of LoopPay, the acclaimed mobile wallet solutions provider that turns existing magnetic stripe readers into secure, contactless receivers. Partners H Young Shin (Seoul), Michael Gisser (Los Angeles), Stuart Levi (New York), Matthew Zisk (New York), Joseph Yaffe (Palo Alto), Karen Corman (Los Angeles) and Kenneth Betts (Los Angeles) led the transaction.

Skadden has also advised Japan-based Digital Garage Inc in respect of the privatization of its 58.5 percent owned subsidiary econtext Asia Ltd. The deal size is approximately US$114 million. Once the privatisation is complete, econtext plans to delist from the HKSE. Hong Kong corporate partners John Adeyibi and Edward Lam and Tokyo partner Nosbuhisa Ishizuka led the transaction which was announced on 26 February 2015.

Stephenson Harwood (Singapore) Alliance has acted for SGX Catalist-listed SBI Offshore Ltd in respect of the placement of 62 million shares to raise approximately S$16.2 million (US$11.9m). The placement was announced on 23 September 2014. Corporate partner Douglas Koh led the transaction.

SyCipLaw has advised the Light Rail Manila Consortium, comprised of Metro Pacific Light Rail Corp, AC Infrastructure Holdings Inc and Macquarie Infrastructure Holdings (Philippines) Pte Ltd, in respect of the concession for the Php65 billion (US$1.47b) Manila Light Rail Transit Line 1 Cavite Extension Project. The project will extend the current LRT Line 1 by 11.7 kilometers, starting from its existing Baclaran Station to the future Niyog Station in Bacoor, Cavite. The whole stretch of the integrated LRT Line 1 will have a total length of approximately 32.4 kilometers and will be operated and maintained by the winning bidder. After compliance with post-award requirements, the Department of Transportation and Communications, the Light Rail Transit Authority and the Light Rail Manila Corp, which was incorporated by the consortium members, signed the concession agreement on 2 October 2014. Partners Rocky Alejandro L. Reyes, Angel M. Salita Jr and Arlene M. Maneja led the transaction.

Troutman Sanders has advised HKSE-listed CIAM Group Ltd in respect of a voluntary general offer made by a wholly-owned subsidiary of HKSE-listed FDG Electric Vehicles Ltd (FDGEV) in respect of the securities of CIAM Group made and the disposal of CIAM Group’s interests in Agnita Ltd to another FDGEV subsidiary. In the voluntary general offer, FDGEV offered convertible bonds to all securities holders of CIAM Group. The offer closed on 23 February 2015 and met with acceptances as to approximately 89.54 percent of the issued shares and 100 percent of the share options of CIAM Group. CIAM Group completed the disposal of its entire interests in Agnita Ltd to the FDGEV Group on 27 February 2015 at a consideration of approximately US$66.7 million. The consideration was paid in the form of cash and secured bonds issued by FDGEV. Hong Kong partner Rossana Chu led the transaction.

Weerawong, Chinnavat & Peangpanor has represented Scan Inter, a leader in the alternative energy and automotive industries in Thailand, in respect of its β1.5 billion (US$46.4m) IPO, a domestic offering under Thai SEC regulations. The financial adviser and lead underwriter is Kasikorn Securities whilst the co-underwriters are CIMB Securities (Thailand), RHB OSK Securities (Thailand), Thanachart Securities and KT ZMICO Securities. Trading commenced on the Stock Exchange of Thailand on 23 February 2015. Partner Kudun Sukhumananda led the transaction.

WongPartnership is acting for Northstar Advisors Pte Ltd in respect of its investment (through its special purpose vehicle) and of other investors, including Singapore-based investment firm BioVeda Capital Singapore Pte Ltd and fund manager F&H Fund Management Pte Ltd, in ConneXionsAsia Pte Ltd. Partners Elaine Chan, Lam Chung Nian, Dawn Law and Kylie Peh are leading the transaction.

WongPartnership is also acting for Keppel Land Ltd in respect of the voluntary unconditional cash offer by Keppel Corp Ltd for Keppel Land. Joint managing partner Ng Wai King and partners Low Kah Keong, Hui Choon Yuen and Tan Sue-Lynn are leading the transaction.