Deals – June 17, 2015

Allen & Gledhill has also advised China CNR Corp Ltd (CNR) and CSR Corp Ltd in respect of the merger notification to the Competition Commission of Singapore (CCS) in relation to the proposed merger between CNR and CSR, which has been cleared by the CCS. CNR and CSR are involved in the supply of metro trains for the mass rapid transit system in Singapore. This is the first decision by the CCS involving state-owned enterprises of the PRC, entities that are publicly listed on the Shanghai and Hong Kong stock exchanges, and the high-profile public transportation industry in Singapore. The combined revenue of the merged entity was reported to be valued at US$32 billion. Partner Daren Shiau led the transaction.

Allens has advised the WestConnex Delivery Authority in respect of the awarding of the A$2.7 billion (US$2.1b) design and construction contract for the M4 East Motorway to Leighton Contractors, Samsung and John Holland. The M4 East Motorway is part of the first stage of the WestConnex project, a 33-km road project that will complete Sydney’s Orbital Road Network. The M4 East will build on the work now being done to widen the M4 Motorway. With a total value of approximately A$15 billion (US$11.6b), WestConnex is Australia’s biggest urban road project to be delivered in three stages over 10 years. The M4 East Motorway is expected to open to traffic in 2019. Partner Leighton O’Brien led the transaction.

Clayton Utz has advised Japan Post Co Ltd in respect of the implementation of its merger scheme of arrangement with Toll Holdings Ltd on 28 May 2015. This was the largest acquisition of an Australian company in the year to date, implying an equity value for Toll of approximately A$6.75 billion (US$5.2b) and an enterprise value of approximately A$8.02 billion (US$6.2b). Japan Post has acquired Toll to diversify and expand internationally, pending its parent company Japan Post Holding Co Ltd’s proposed IPO and listing on the Tokyo Stock Exchange. It also marks a new era for Toll, which was founded in 1888 by Albert Toll and grew to become one of Australia’s most successful logistics businesses. It was listed on the ASX from the time of its 1993 IPO until the merger. M&A partners Andrew Walker and Darryl McDonough led the transaction whilst Nishimura & Asahi and Simpson Grierson acted as Japanese and New Zealand counsel, respectively. Lazard and Herbert Smith Freehills advised Toll.

Clayton Utz has also advised Macquarie Capital (Australia) Ltd and Argonaut Securities Pty Ltd as joint lead managers and book-runners in respect of the A$39 million (US$30m) placement by Perth-based Gold Road Resources Ltd. The raising comprises a A$39 million (US$30m) institutional share placement to institutional and sophisticated investors, undertaken via institutional bookbuild at a price of A$0.44 (US$0.34) per share. Gold Road’s equity raising will also include a share purchase plan capped at A$10 million (US$7.74m). Perth Corporate Advisory/M&A partner Mark Paganin led the transaction which was announced on 4 June 2015.

Clifford Chance has advised EastWest Bank in respect of establishing a life insurance joint venture with Ageas in the Philippines. The JV, EastWest Ageas Life, will be a new insurance company jointly owned by EastWest Bank and Ageas. The firm also advised on the 20-year exclusive bancassurance agreement between EastWest Bank and EastWest Ageas Life. As part of the transaction, Ageas will contribute capital and funding in the initial 12 months for an estimated amount of US$65 million. The initial capital injection amounts to US$45 million which is double the minimum regulatory capital required. The deal is subject to regulatory approvals. EastWest Bank is one of the fastest growing universal banks and is ranked among the top 10 privately owned local banks in the Philippines. It is a subsidiary of Filinvest Development Corp, one of the largest and well-established business conglomerates in the Philippines. Partner Amy Ho led the transaction whilst London partner Clare Swirski assisted on the 20-year bancassurance agreement.

Colin Ng & Partners has advised Eightstone Pte Ltd in respect of obtaining the Capital Markets Services Licence in the Accredited / Institutional Investors Fund Management Company category from the Monetary Authority of Singapore. Eightstone will focus on providing fund management services for ultra-high net worth individuals and family offices. The principals of Eightstone are former senior bankers and asset managers from blue chip European banks. Partner Bill Jamieson led the transaction.

Davis Polk has advised the joint global coordinators and the initial purchasers in respect of the Rule 144A/Regulation S offering by Kunlun Energy Company Ltd of its US$500 million 2.875 percent senior notes due 2020 and its US$500 million 3.75 percent senior notes due 2025. Kunlun Energy is the flagship platform for the downstream natural gas business of PetroChina Company Ltd. China National Petroleum Corp, PetroChina’s parent, is the largest oil and gas producer and supplier based on production and sales volume in the PRC and one of the leading integrated international energy companies in the world. Partners James Lin, John D Paton, John B Reynolds III and Gregory S Rowland led the transaction.

Davis Polk has also advised the sole book-runner in respect of the Regulation S-only offering by China Energy Reserve and Chemicals Group Overseas Company Ltd of its HK$2 billion (US$258m) 6.3 percent bonds due 2022, which are unconditionally and irrevocably guaranteed by China Energy Reserve and Chemicals Group Company Ltd (China Energy Reserve). China Energy Reserve is a PRC state-controlled oil and gas trading, logistics and distribution and supply services provider. Partners Eugene C Gregor and Paul Chow led the transaction.

Howse Williams Bowers has advised the placing agents in respect of the placing of new shares of C Y Foundation Group Company Ltd, Beijingwest Industries International Ltd and AID Partners Capital Holdings Ltd. On 25 May 2015, the firm advised the Haitong International Securities on the up to HK$133 million (US$17m) placing of new shares of C Y Foundation Group, a company which manages electronic gaming equipment in Macau and manufactures packaging products. On 4 June 2015, the firm advised UOB Kay Hian on the up to HK$400 million (US$51.6m) placing of new shares of Shougang Corp subsidiary Beijingwest Industries, a company which designs, researches and develops and manufactures controlled and passive suspension products and provides technical services for controlled and passive suspension products for premium vehicles. On 5 June 2015, the firm also advised UOB Kay Hian on the up to HK$900 million (US$116m) placing of new shares of AID Partners Capital, an independent asset management group. Partner Brian Ho led the transactions.

Howse Williams Bowers has also advised Altus Capital Ltd as the sponsor and Hantec Securities Co Ltd as the underwriter in respect of the listing by way of placing of Pinestone Capital Ltd on the Growth Enterprise Market of the HKSE. The shares commenced trading on 12 June 2015. Pinestone Capital and its subsidiaries are a Hong Kong-based financial service provider principally engaged in providing bespoke services encompassing securities brokerage, securities-backed lending and placing and underwriting, with clientele focusing on individual and corporate clients with investment appetites for the securities of small to medium-sized companies listed on the stock exchange. Partner Chia Ching Tan led the transaction.

J Sagar Associates has advised Canbank Venture Capital Fund Ltd, the investment manager of Canbank Venture Capital Fund, in respect of its investment in M/s Shiva Industrial Security Agency (Gujarat) Private Ltd, a security services provider in India. Partner Raj Ramachandran led the transaction which was valued at approximately INR110 million (US$1.7m) and is subject to completion of conditions precedent.

Khaitan & Co has advised Aditya Birla Nuvo Ltd (ABNL) in respect of the formation of a joint venture with MMI Holdings, a South African insurance-based financial services group, to enter the Indian health insurance and wellness market. Subject to completion of conditions precedent, including receipt of regulatory approvals, ABNL will hold 51 percent stake in the joint venture company Aditya Birla Health Insurance Co Ltd (ABHICL). This deal is the first in the insurance space after the recent insurance law reforms and the liberalization of foreign investment in the insurance sector. ABHICL will be the first insurance company to approach the IRDA for an insurance license after the change in law. Partners Haigreve Khaitan and Niren Patel, assisted by partner Adheesh Nargolkar, led the transaction.

Khaitan & Co has also advised Neogrowth Credit Private Ltd in respect of the third round of funding by its existing investors ON Mauritius and Aspada Investment Company and a new investor Khosla Impact I Mauritius. NeoGrowth is a non-banking financial company registered with the Reserve Bank of India engaged in offering a technology platform for lending services on pay-per-use basis. Partners Haigreve Khaitan and Ashish Razdan led the transaction.

Kirkland & Ellis is advising Nasdaq-listed China Mobile Games and Entertainment Group Ltd, the largest publisher and a leading developer of mobile games in China, in respect of its sale to affiliates of Orient Securities, Changjiang Securities and Beijing HT Capital Investment Management. The merger agreement was signed on 9 June 2015. Corporate partners David Zhang, Jesse Sheley, Benjamin Su and Amie Tang are leading the transaction.

Kirkland & Ellis is also advising the selling shareholders of LightInTheBox, a global online retail company that delivers products directly to consumers around the world, in respect of a share sale transaction pursuant to which SSE-listed Zhejiang Aokang Shoes Co Ltd has agreed to acquire a total of approximately 25.66 percent equity interest in LightInTheBox from such shareholders for an aggregate amount of US$77.3 million at US$6.30 per American Depositary Share. Corporate partners David Zhang, Jesse Sheley and Frank Sun are leading the transaction which was announced on 10 June 2015.

Luthra & Luthra Law Offices has advised DLF Utilities Ltd (DUL), a subsidiary of DLF Ltd, in respect of the proposed sale of its entire cinema exhibition business operated under the brand name ‘DT Cinemas’ to PVR Ltd. DT Cinemas currently operates 29 screens with approximately 6,000 seats across eight properties in the National Capital Region and Chandigarh. In the next 12 months, DT proposes to add 10 new screens at two properties in the National Capital Region. The transaction involves the sale of DUL’s cinema exhibition business on a slump sale basis for approximately INR500 crores (US$78m). Partner Samir Dudhoria led the transaction which is expected to close on the last quarter of 2015 or early 2016, subject to applicable regulatory and statutory approvals. Shardul Amarchand Mangaldas & Co, led by partners Akila Agrawal, Sourav Kanti De Biswas, Shweta Shroff Chopra and Aparna Mehra and assisted by managing partner Pallavi S Shroff, advised PVR.

Luthra and Luthra Law Offices has also advised Mandala Capital in respect of its INR90 crores (US$14m) investment in Godavari Biorefineries Ltd. Mandala Capital is an agribusiness fund whilst Godavari is one of the leading manufacturers of sugar and related products in India. The transaction was led by partner Kanchan Sinha.

Maples and Calder has acted as Cayman Islands counsel to Three Gorges Finance I (Cayman Islands) Ltd and Three Gorges Finance II (Cayman Islands) Ltd in respect of the issuance of US$700 million 3.7 percent notes due 2025 and €700 million (US$788.27m) 1.7 percent guaranteed notes due 2022, respectively. The US Notes and the Euro Notes are guaranteed by China Three Gorges Corp, a clean energy group focusing on large-scale hydropower development and operation, including the Three Gorges Water Conservancy Complex which is currently the largest hydropower project in the world in terms of installed capacity. The US Notes will be listed on the SGX-ST whilst the Euro Notes will be listed on the Irish Stock Exchange. Partner Mark Western led the transaction. Davis Polk & Wardwell acted as US counsel to Three Gorges whilst Clifford Chance, led by partner Fang Liu and supported by partners Connie Heng and Avrohom Gelber, acted as US counsel to JP Morgan, Deutsche Bank and ICBC as the joint global coordinators.

Norton Rose Fulbright has advised Abacus Holdings, a consortium of 11 Asian airlines, in respect of its disposal of a 65 percent stake in Abacus International Pte Ltd to its joint venture partner Sabre Corp, valuing Abacus at US$740 million. The airlines comprised All Nippon Airways, Cathay Pacific, China Airlines, DragonAir, Malaysian Airlines, Philippine Airlines, Royal Brunei Airlines, Silkair, Singapore Airlines, Eva Air and Garuda Indonesia. As part of the transaction, the airlines have agreed to long-term distribution agreements with Abacus for mutual support after completion of the disposal. Abacus is a leading global distribution system for travel and hospitality bookings in the Asia-Pacific region. Abacus will operate as a region of Sabre Travel Network. Sabre also will continue its partnership to provide technology services to INFINI, a local Japanese global distribution system which is jointly owned by Abacus Holdings and All Nippon Airways. Rothschild is the financial adviser to the airline consortium. The firm’s Hong Kong team has also advised Cathay Pacific Airways and other shareholders on the disposal of their stake in Abacus Distribution Systems (Hong Kong) Ltd, the distributor of the Abacus system in Hong Kong, to Sabre for approximately US$30 million. Hong Kong partner Jon Perry, assisted by partner Marc Waha, Singapore partners Sheela Moorthy and K C Lye and Tokyo partner Eiji Kobayashi, led the transaction.

Orrick, Herrington & Sutcliffe is representing Yuqiang Deng, Chairman and CEO of Nasdaq-listed Sungy Mobile Ltd, and the consortium that he formed in respect of taking the company private. The consortium consisted of Sungy Mobile’s co-COO Zhi Zhu, several funds managed by IDG Capital Partners and CBC Mobile Venture Ltd. China-based Sungy Mobile is a leading provider of mobile internet projects and services globally with a focus on applications and mobile platform development. It went public in November 2013. Sungy Mobile has entered into an Agreement and Plan of Merger with Sunflower Parent Ltd (Parent) formed by Yuqiang Deng, the consortium and Sunflower Merger Sub Ltd, a wholly-owned subsidiary of Parent. The deal values Sungy Mobile at approximately US$155 million and is expected to close during the second half of 2015, subject to customary closing conditions. Shanghai-based corporate partner Jie (Jeffrey) Sun and San Francisco-based M&A and Private Equity partner Richard Vernon Smith are leading the transaction whilst Paul, Weiss, Rifkind, Wharton & Garrison and O’Melveny & Myers are acting as US counsel to the funds managed by IDG Capital Partners and CBC Mobile Venture, respectively. Skadden, led by Beijing partner Peter Huang, is acting as US counsel to the special committee of independent directors of Sungy Mobile whilst Maples and Calder, led by partner Greg Knowles, is acting as Cayman Islands counsel.

Rajah & Tann is advising Yamada Green Resources Ltd in respect of its proposed renounceable underwritten rights issue of approximately 270.3 million new ordinary shares in its capital at an issue price of S$0.07 (US$0.052) each on the basis of one rights share for every two existing ordinary shares in Yamada’s issued and paid-up capital held by its shareholders as at the book closure date to be determined by the directors, to raise gross proceeds of approximately S$18.9 million (US$14m). The rights issue is underwritten by UOB Kay Hian Pte Ltd and is sub-underwritten by Sam Goi Seng Hui, a substantial shareholder of the company. Yamada and its subsidiaries are a major grower, manufacturer and supplier of fresh and processed agricultural products in Fujian Province in the PRC. Partner Danny Lim is leading the transaction which was announced on 8 June 2015 and is yet to be completed.

Shearman & Sterling has represented Deutsche Bank AG Taipei Branch and HSBC Bank (Taiwan) Ltd as the underwriters in respect of the Regulation S offering of US$200 million 5 percent senior notes due 2035 in Taiwan, commonly known as Formosa Bonds, by Reliance Industries Ltd (RIL). Formosa Bonds are bonds issued in Taiwan but denominated in a currency other than the New Taiwan Dollar. This is the first ever Formosa Bond issuance out of India and the first ever Formosa Bond issuance by an energy company globally. RIL is the largest private sector company in India. Hong Kong capital markets partner Kyungwon (Won) Lee led the transaction.

Shearman & Sterling has also represented Agricultural Bank of China, Citigroup and DBS Bank Ltd as joint global coordinators and other underwriters in respect of the Regulation S offering of CNY$4 billion (US$644.34m) 4.95 percent senior notes due 2020 by Lenovo Group Ltd. This is one of the largest offshore CNY corporate bonds. Lenovo is one of the world’s leading personal technology companies, producing innovative PCs and mobile internet devices. Lenovo is the world’s largest PC vendor and third largest smartphone company. Partners Kyungwon (Won) Lee (Hong Kong-Capital Markets), Patrick Clancy (London-Finance) and Alan Yeung (Hong Kong-Capital Markets) led the transaction.

Shook Lin & Bok is acting for Oversea-Chinese Banking Corp Ltd (OCBC) in respect of a US$20 million loan option agreement with Otto Marine Ltd’s subsidiary Surf Subsea Pte Ltd, which includes the right of OCBC to subscribe for new shares upon the listing of Surf Subsea or its investment vehicle for up to US$20 million. Partners Wong Gang, Prakash s/o Raja Segaran and Aditi Mathur are leading the transaction.

Shook Lin & Bok is also acting as Singapore counsel to Trinseo Materials Operating SCA, a leading global materials company and manufacturer of plastics, latex and rubber, in respect of the refinancing of notes issued by the company by way of the issuance of US$300 million fixed rate notes due 2022 and €375 million (US$421m) fixed rate notes due 2022 and a US$500 million syndicated loan facility, and the provision of certain guarantees and security interests by its subsidiaries. Partner Pok Eu Jin is leading the transaction.

Simpson Thacher is representing Apax Partners in respect of its sale of its entire equity interest in Golden Jaguar Group to Carnival Group International Holdings Ltd for approximately HK$241 million (US$31m). Carnival will also make a primary equity investment in Golden Jaguar for approximately US$34 million. Golden Jaguar is a high-end restaurant chain with 29 restaurants across 19 cities in the PRC as of 31 December 2014. Beijing M&A partner Shaolin Luo and Hong Kong partner Celia Lam are leading the transactions which are subject to customary closing conditions.

Skadden has represented Nasdaq-listed WoWo Ltd, a leading e-commerce platform focusing on entertainment and lifestyle services in China, in respect of its acquisition of all the issued and outstanding Join Me Group (HK) Investment Company Ltd (JMU) shares from JMU shareholders. JMU is the largest business-to-business procurement platform for the food service industry in China. As consideration for the acquisition, WoWo issued to JMU shareholders new shares equivalent to approximately 50 percent of all the issued and outstanding shares of WoWo after the closing. After the combination, the company will be renamed JM WOWO, headquartered in Hong Kong, and will become China’s largest online platform for the food service industry. Hong Kong partner Will Cai led the transaction which closed on 8 June 2015.

Skadden has also advised 3SBio Inc in respect of its HK$5.52 billion (US$712m) IPO and listing on the HKSE. The listing was announced on 1 June 2015 whilst shares begin trading on 11 June 2015. Shenyang-based 3SBio is one of China’s leading biotechnology companies, producing pharmaceuticals to treat blood disorders and to counteract the side effects of chemotherapy. It was ranked second in terms of sales of biopharmaceuticals in China in 2013. The Hong Kong public offer was more than 200 times oversubscribed. Partners Peter Huang (Beijing), Christopher Betts (Hong Kong) and Will Cai (Hong Kong) led the transaction. Davis Polk, led by partners Bonnie Y Chan, Antony Dapiran, Li He and John D Paton, advised the underwriters.

Sullivan & Cromwell is representing Tokio Marine Holdings Inc (Japan) in respect of its definitive agreement with HCC Insurance Holdings Inc (US) under which Tokio Marine will acquire all outstanding shares of HCC for US$78.00 in cash per share, through Tokio Marine’s wholly-owned subsidiary Tokio Marine & Nichido Fire Insurance Co Ltd (Japan), for a total transaction value of approximately US$7.5 billion. New York partners Robert G DeLaMater and Melissa Sawyer are leading the transaction which was announced on 10 June 2015.

Troutman Sanders has advised Greenheart Group Ltd in respect of its recent acquisition by Newforest Ltd, whereby Newforest will receive 62.8 percent interest in Greenheart Group and 39.6 percent interest in its subsidiary Greenheart Resources Holdings Ltd for a total consideration of US$108 million. Newforest also made a general offer for all other securities of Greenheart Group Ltd. Newforest is controlled by Chow Tai Fook Enterprises Ltd, a Hong Kong-based company engaged in property development, hotel, casino, transportation, jewelry, port and telecommunications businesses. Its acquisition of Greenheart is subject to approval from the Overseas Investment Office of New Zealand, the independent shareholders of Greenheart Group and the Takeovers Executive of the Securities and Futures Commission of Hong Kong. The general offer closed on 4 June 2015. HKSE-listed Greenheart Group is an integrated forest-products company which currently owns renewable softwood plantations in New Zealand and certified hardwood concessions and other interests in Suriname, South America. Hong Kong corporate partner Rossana Chu led the transaction.

Weil, Gotshal & Manges has advised Hahn & Company in respect of its acquisition, together with Hankook Tire Co Ltd, of approximately 70 percent ownership interest in Halla Visteon Climate Control Corp (HVCC) from NYSE-listed Visteon Corp for approximately US$3.6 billion. Visteon is a global technology company that designs, engineers and manufactures innovative cockpit electronics products and connected car solutions for most of the world’s major vehicle manufacturers. Visteon also announced it will commence a shareholder capital return program in the second quarter of this year. Announced in December 2014, the sale of Visteon’s ownership stake in HVCC, a global supplier of automotive thermal management products, represents an enterprise value for HVCC of approximately 10.1 times EBITDA for the 12 months ended 30 September 2014. As a result of this sale, Visteon is now a technology-focused, pure-play supplier of automotive cockpit electronics and connected car solutions – one of the world’s leading providers of vehicle information and controls, audio and infotainment, and domain controllers. Private equity partner Peter Feist, supported by Hong Kong private funds partner Albert Cho and banking partner Soo-Jin Shim, led the transaction which is one of the largest ever debt financings in Korea. Visteon was advised by Skadden, Arps, Slate, Meagher & Flom.

WongPartnership has acted for First Sponsor Group in respect of its establishment of S$1 billion (US$743.7m) multicurrency debt issuance programme and subsequent issuance of S$50 million (US$37m) 4 percent fixed rate notes due 2018 under the programme. Partner Hui Choon Yuen led the transaction.

WongPartnership is also acting for Evercore Asia (Singapore) Pte Ltd, the financial adviser of Singapore Telecommunications Ltd (SingTel), in respect of SingTel’s acquisition of 98 percent stake in Trustwave Holdings Inc, a Chicago-based cyber security company, for S$810 million (US$602.5m). Partner Andrew Ang is leading the transaction.