Deals – 12 February 2010

Ali Budiardjo, Nugroho, Reksodiputro (ABNR) has represented the Government of the Republic of Indonesia in the issuance of US$2 billion 5.875% Fixed Rate Notes due 2020 under its US$9 billion Global Medium Term Note Program. Partners Ferry P Madian and Chandrawati Dewi led the firm’s advisory team.

AZB & Partners has represented global television network Star Group Limited before India’s Authority of Advance Rulings (Income Tax) in relation to taxation of cross-border mergers. In the proposed amalgamation of Star Group with an Indian company, the Authority ruled on 21 January 2010 that the transaction would not be taxable in India. The firm’s advisory team was led by partners Ajay Bahl and Sunil Agarwal.

AZB & Partners has advised Indian GSM service provider Bharti Airtel Limited in its acquisition of a 70 percent equity stake in Warid Telecom International Limited (Warid), a Bangladesh-based telecom operator. The acquisition, valued at approximately US$300 million, was made through subscription of fresh shares in Warid and through the purchase of certain existing shares in that company held by Warid Telecom International LLC. Partner Gautam Saha led the firm’s advisory team.

AZB & Partners is advising US-based private equity firm Bain Capital in its initial investment of approximately INR2.5 billion (US$54m) for acquiring, by way of preferential issue, approximately 16 percent of the paid up equity share capital of Himadri Chemicals and Industries Limited (Himadri), a Kolkata based, Indian listed company. Further, Bain Capital has made an open offer to acquire up to 20 percent of the equity shares of Himadri from the public shareholders, in accordance with SEBI Takeover regulations. Enam Securities Limited is acting as merchant banker for the open offer whilst UBS Investment Bank is acting as advisor to Himadri. Partner Vinati Kastia led the firm’s advisory team while Argus Partners of Kolkata advised Himadri.

AZB & Partners has advised ETHL Communications Holdings Limited in its issuance of up to 45,000 rated, listed, taxable, secured, redeemable, zero coupon, non-convertible debentures, with a face value of Rs1 million (US$21,531) each. The issue will be in two separate series on a private placement basis, pursuant to separate information memoranda filed with the National Stock Exchange of India Limited. Total value of the deal is approximately US$925 million. Barclays Bank PLC, Mumbai Branch acted as coordinating mandated lead arranger whilst Deutsche Bank AG, Mumbai Branch and JP Morgan India Private Limited were the mandated lead arrangers and bookrunners. Partner Shameek Chaudhuri led the firm’s advisory team. Amarchand & Mangaldas & Suresh A Shroff acted as Indian counsel to the lead arrangers and bookrunners.

Baker & McKenzie has advised global hotel and leisure company Orient-Express Hotels Ltd (Orient) on the A$21 million (US$18.66m) sale of the five-star Lilianfels Blue Mountains Resort & Spa, a luxury 85-bedroom hotel in Katoomba in New South Wales, Australia. Orient owns or part-owns and manages a portfolio of 49 luxury hotels, restaurants, tourist trains and river cruise properties spanning 25 countries. Partner Roy Melick from the firm’s Australian hotel, resorts & tourism practice group and banking partner Howard Fraser led the advisory team.

Clifford Chance has advised Bank of China (Hong Kong) in its US$1.6 billion regulatory capital deal in Hong Kong. The firm’s Hong Kong capital markets partners Connie Heng and Alex Lloyd and regulatory partner Martin Rogers led the advisory team.

Clifford Chance has also advised Noble Group Limited in pricing its US$400 million bond issuance and listing in Singapore. Hong Kong partners Alex Lloyd and Connie Heng again led the firm’s advisory team.

In addition, Clifford Chance has advised New World Development Company Limited in pricing its US$500 million bond issuance and listing in Hong Kong, led by Hong Kong partner Alex Lloyd.

Clifford Chance has also advised Indonesian petrochemicals group Chandra Asri in its debut offering of US$230 million secured high-yield bonds. The firm’s advisory team was led by Hong Kong partners Alex Lloyd and Connie Heng.

Moreover, Clifford Chance has advised BNP Paribas, Daewoo, HSBC, Bank of America Merrill Lynch and Morgan Stanley as underwriters to the US$750 million issue of Korea Development Bank. The firm’s team, led by Hong Kong-based counsel Hyun Kim, advised the underwriters.

Finally, Clifford Chance has also advised Indonesian independent power producer Star Energy Geothermal on a US$350 million five-year issue. Singapore-based partners Joan Janssen and Crawford Brickley and energy finance specialist partner Ting Ting Tan led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised Morgan Stanley & Co International plc as the sole solicitation agent in connection with a solicitation of consents by Shimao Property Holdings Limited (Shimao) from the holders of its Senior Floating Rate Notes due 2011 and holders of its 8 percent Senior Notes due 2016 to certain amendments to the indenture governing such notes. Shimao is a large-scale developer and owner of high quality real estate projects in China. Partner William F Barron led the firm’s advisory team. Conyers Dill & Pearman provided Cayman law advice to Shimao and British Virgin Islands law advice to its subsidiary guarantors.

Davis Polk & Wardwell LLP has also advised Barclays Bank PLC and Credit Suisse Securities (Europe) Limited as initial purchasers in connection with the US$300 million Rule 144A/Regulation S offering by Listrindo Capital BV of its 9.25 percent high yield notes due 2015. Listrindo Capital is a wholly owned subsidiary of PT Cikarang Listrindo, an electricity generation and distribution business in Indonesia and the sole independent power producer in the Cikarang area. Partner William F Barron led the firm’s advisory team. PT Cikarang Listrindo was advised by Makarim & Taira S as to Indonesian law and by PSS Consult, a member of Ernst & Young, as to Indonesian tax law.

Finally, Davis Polk & Wardwell LLP has advised Quadrangle Capital Partners on a US$300 million combined equity and debt financing by a Quadrangle-led consortium of seven private equity investors in Tower Vision, the second-largest telecom independent tower management company in India. Quadrangle, with approximately $3 billion of assets under management, focuses on investments in the media and communication sectors. This investment marks its first transaction in Asia. The firm’s advisory team was led by Hong Kong partner Mark J. Lehmkuhler while Desai & Diwanji advised the company on Indian law and Appleby advised on Mauritius law. Tower Vision was advised by Reed Smith whilst Tatva Legal advised that company on Indian law and R Chetty advised on Mauritius law.

Drew & Napier LLC has advised Sembcorp Marine Ltd in the update and upsize of its current multi-currency multi-issuer debt issuance programme from S$500 million (US$354.4m) to S$2 billion (US$1.42b). DBS Bank Ltd and Standard Chartered Bank acted as joint arrangers and dealers. Under the programme, the company and its subsidiaries – Jurong Shipyard Pte Ltd, Sembawang Shipyard Pte Ltd and SMOE Pte Ltd – may from time to time issue notes which will be unconditionally and irrevocably guaranteed by the company. The firm’s advisory team was led by director Petrus Huang.

Freshfields Bruckhaus Deringer has advised Chinese investment company Tangshan Caofeidian Investment Corporation (Tangshan) on its US$54.8 million investment of a 60 percent interest in US-based EMCORE’s Fiber Optics business, which will be operated as a joint venture once the transaction closes. The new JV entity will be named EMCORE Fiber Optics Limited and will be registered in Hong Kong. Tangshan will pay approximately US$27.8 million in cash and provide an additional funding of US$27 million to EMCORE Fiber Optics after the transaction is closed and all the regulatory approvals in China and the US are secured. The firm’s advisory team was led by Shanghai corporate partner Alan Wang and Beijing antitrust partner Michael Han.

Herbert Smith has advised Goldman Sachs as the sole global coordinator, senior joint bookrunner and joint placing agent, and Deutsche Bank as joint bookrunner and joint placing agent, in connection with the private placement of 58.29 million new H shares by ZTE Corporation, a leading Chinese telecommunications equipment provider. The placement raised HK$2.62 billion (US$337m). Hong Kong corporate partners John Moore and Matt Emsley led the firm’s advisory team.

Herbert Smith has also advised the controlling shareholder of BaWang International (Group) Holding Limited, a leading herbal shampoo maker in the PRC, on its sell-down of 200 million shares priced at HK$5.10 (US$0.66). Beijing managing partner Gary Lock and Hong Kong corporate partner John Moore led the firm’s advisory team.

In addition, Herbert Smith has advised Citigroup Global Markets Asia Limited, as the sole placing agent, on a HK$2.87 billion (US$369m) top-up placement of more than 264 million shares at HK$10.85 (US$1.40) per share for Nine Dragons Paper (Holdings) Limited, a leading Chinese containerboard manufacturer listed on the Main Board of the Hong Kong Stock Exchange. The firm’s advisory team was led by Hong Kong corporate partners Andrew Tortoishell, Kevin Roy and Matt Emsley.

Finally, Herbert Smith has advised China International Capital Corporation (Hong Kong) Limited, as placing agent, on a HK$338.83 million (US$43.55m) placement of 135 million shares, priced at HK$2.51 (US$0.32), for Xiwang Sugar Holdings Company Limited. Hong Kong corporate partners Ashley Alder and Kevin Roy led the firm’s advisory team.

Khaitan & Co has advised Vistaprint NV of the Netherlands in the proposed acquisition of Us company Soft Sight Inc and its Indian subsidiary, Soft Sight Technologies Private Limited. Vistaprint is an e-commerce retailer that is publicly traded on the NASDAQ, offering small businesses the ability to market their business with a wide range of brand identity and promotional products, marketing services and electronic solutions.

In addition, Khaitan & Co has advised India-based The Karnataka Bank Limited, an A-class scheduled commercial bank per Reserve Bank of India classification, in relation to its qualified institutions placement which raised about US$35 million. Edelweiss Capital Limited and Antique Capital Markets Private Limited acted as the joint global coordinator and book running lead managers for the QIP.

Further, Khaitan & Co has advised India Infoline Limited in respect of the purchase from Singapore’s Orient Global Tamarind Fund Pte Ltd of a 22.28 percent stake in India Infoline Investment Services Limited and of a 10.44 percent stake in India Infoline Marketing Services Limited. The total consideration for the transaction was US$80 million.

Khaitan & Co has also advised Geraldton Finance Limited in relation to a US$14 million transaction involving the purchase of shares of Quippo Telecom Infrastructure Limited (Quippo), an Indian unlisted company, through a Mauritian fund. Quippo is engaged in the business of providing passive telecom infrastructure services to cellular operators including providing communication (cellular & others) tower and associated equipments on a rental basis.

Finally, Khaitan & Co is advising INOX Leisure Limited in its acquisition of an approximately 43 percent stake in Fame India Limited, owner of the chain of Fame multiplexes. The acquisition has been undertaken through a block deal. INOX will soon make an open offer to acquire a further 20 percent stake in Fame India in accordance with the SEBI Takeover Regulations. The deal, including the open offer consideration, is valued at US$21 million. Following this acquisition, INOX will become one of India’s largest multiplex networks. Partner Haigreve Khaitan led the firm’s advisory team.

Kim & Chang has represented international fund manager Société Générale Asset Management SA in the sale of its 50 percent interest in IBK-SG Asset Management Co Ltd to Industrial Bank of Korea for KRW14.1 billion (US$12.2m). The deal unwound the joint venture between the two companies, leaving the Industrial Bank of Korea as the sole owner of IBK-SG Asset Management Co Ltd, which subsequently changed its name to IBK Asset Management Co Ltd. The firm’s advisory team was led by partners Jin-Seok Lim and Kyung-Hee Choi.

Kim & Chang has also represented LG Household & Health Care Ltd, the second largest cosmetics company in Korea, in acquiring a 90 percent equity interest in The Face Shop Korea Co Ltd, Korea’s largest cosmetics brand shop operator. Total consideration for the transaction was approximately KRW420 billion (US$363.6m). Partner Han-Woo Park led the firm’s advisory team.

Latham & Watkins has represented Sinovac Biotech Ltd (Sinovac), a leading China-based biopharmaceutical company, in its follow-on offering of 11.5 million common shares listed on the NASDAQ Global Market. The offering raised gross proceeds of more than US$66 million. Sinovac received net proceeds of US$62.6 million. UBS Securities LLC and Piper Jaffray & Co acted as joint bookrunners for the offering. The firm’s advisory team was led by Hong Kong corporate partners David Zhang and Eugene Lee.

Latham & Watkins has also represented Goldman Sachs (Asia) LLC and Morgan Stanley & Co International plc as representatives of the underwriters in connection with IFM Investments Limited’s initial public offering of approximately 12.5 million American depositary shares, representing 187.3 million Class A ordinary shares, listed on the New York Stock Exchange. IFM Investments Limited is a leading comprehensive real estate services provider with the largest network of real estate sales offices in China, and the offering raised approximately US$87.4 million before underwriting discounts and commissions and expenses. William Blair & Company LLC and Oppenheimer & Co Inc acted as co-managers in the offering. The firm’s advisory team was led by Hong Kong corporate partner David Zhang and Beijing corporate partner Allen Wang.

Mallesons Stephen Jaques has advised Southern Way Consortium, the winning bidder to build and operate the A$759 million (US$674.4m) toll-free Peninsula Link highway in Victoria, Australia. The consortium, which includes Abigroup, Bilfinger Berger and the Royal Bank of Scotland, has entered into a 25 year agreement with the Victorian Government on the Peninsula Link project, which involves the construction of 27 kilometres of freeway standard road, 11 local road connections and more than 35 bridges. The firm’s advisory team included partners Jeff Clark and Peter Doyle. The Linking Melbourne Authority, which ran the Peninsula Link tender, was advised by a team from Clayton Utz led by Melbourne-based major projects partners Marko Misko, Naomi Kelly and Dan Fitts.

Mallesons Stephen Jaques has also advised UK’s largest listed real estate fund management group Invista Real Estate Investment Management on the first closing of the Big Orange Self Storage (BOSS) Partnership I LP, a new property fund formed to hold Asian self-storage assets. The initial portfolio comprises five properties in Singapore and Hong Kong. The fund is one of the first new regional property funds established since the economic downturn. The firm’s advisory team was led by partners John Sullivan and Hayden Flinn.

Nishith Desai Associates has advised Indian power cable manufacturer Ravin Cables Ltd in the acquisition of 51 percent of its equity stake by Prysmian Cavi e Sistemi Energia SRL (Prysmian), a global player in the industry of high-technology cables and systems for energy and telecommunications. The acquisition, valued at approximately INR2 billion (US$43m), was made through a combination of share purchase and share subscription in Ravin Cables. Prysmian has subsidiaries in 38 countries and is listed on the Milan Stock Exchange in the Blue Chip index.

Norton Rose Australia has advised on the Australian IPO of Xiaoxiao Education Limited (XXL), which listed on the ASX on Tuesday 2 February 2010. XXL has a market capitalisation of A$60 million (US$53m) and operates a pre-school education business in Hangzhou. It plans to expand into Beijing and other major PRC centres. The firm’s advisory team was led by Michael Wilton and Ian McCubbin.

Paul, Hastings, Janofsky & Walker LLP has advised The Walt Disney Company on the acquisition by Walt Disney Company Japan of all shares in Retail Networks Co Ltd (RNC), which operates over 50 Disney Stores in Japan and is a wholly-owned subsidiary of Oriental Land Co Ltd, operator of the Disneyland and DisneySea theme parks in Japan. RNC will run the Disney Store Japan business as a wholly-owned Disney subsidiary. Tokyo partner Ted Johnson led the firm’s advisory team.

Paul, Hastings, Janofsky & Walker has also advised China SCE Property Holdings Limited (China SCE), a PRC property developer based in Fujian Province, on its Hong Kong IPO which was valued at approximately US$200 million. This marks the first successful IPO by a Chinese property developer in Hong Kong this year. The offering comprised a Hong Kong public offering and an international offering under Reg S/Rule 144A. Deutsche Bank AG, Hong Kong Branch, CCB International Capital Limited and Macquarie Capital Securities Limited acted as bookrunners and joint lead managers on the offering. Raymond Li, chair of the firm’s Greater China practice, led the advisory team.

Rajah & Tann LLP has advised Singapore-based bakery retail chain operator BreadTalk Group Limited in its investment in Perennial Katong Retail Trust (PKRT), a retail property trust in Singapore which had entered into an agreement to acquire the Katong Mall at a cash consideration of S$247.55 million. The investment was via the subscription of S$10.75 million (US$7.6m) in principal amount of secured fixed rate junior bonds due 2015 issued by PRE 1 Investments Pte Ltd (PRE 1) and the attached 43 redeemable preference shares in the capital of PRE 1 at S$0.10 (US$0.07) per preference share. The subscription represents 6.98 percent of the total aggregate value of junior bonds and preference shares issued by PRE 1, the holder of all the units in PKRT. Partners Goh Kian Hwee and Cynthia Goh led the firm’s advisory team.

Rajah & Tann LLP has also advised one of Asia’s leading financial institutions, United Overseas Bank Limited (UOB), in the sale of all its interests in UOB Life Assurance Limited to Prudential Singapore Holdings Pte Limited for a cash consideration of S$428 million (US$303m). The deal also involves UOB’s entry into a bancassurance relationship with the Prudential group in Singapore, Indonesia and Thailand to distribute Prudential’s life, accident and health insurance products in the 3 countries for at least 12 years. Partners Goh Kian Hwee and Cynthia Goh led the firm’s advisory team.

In addition, Rajah & Tann LLP has advised Goldman Sachs (Singapore) Pte in its voluntary unconditional cash offer, for and on behalf of Bright Day Limited, for all the issued ordinary shares in the capital of Yantai Raffles Shipyard Limited (Yantai) other than those already held, directly or indirectly, by Bright Day and its concert parties. The offer values Yantai at approximately US$385.7 million. Goldman Sachs is the financial adviser to Bright Day, an indirect wholly-owned subsidiary of Shenzhen Stock Exchange-listed China International Marine Containers (Group) Co Ltd. Partners Goh Kian Hwee and Lawrence Tan led the firm’s advisory team.

Finally, Rajah & Tann LLP has advised SGX-ST Main Board-listed e-logistics global leader CWT Limited (CWT) in the subscription by EDB Investments Pte Ltd of 16 million new CWT shares, valued approximately at S$12.6 million (US$9m) at an issue price of S$0.788 (US$0.56) per new share. Partner Danny C Lim led the firm’s advisory team whilst EDB Investments was advised by Allen & Gledhill LLP.

Skadden, Arps, Slate, Meagher & Flom LLP has advised Hidili Industry International Development Limited, one of the largest privately owned integrated coal-mining companies in Southwest China and whose shares are listed on the Hong Kong Stock Exchange, in its issue of approximately US$250 million in principal amount of Renminbi-denominated, US dollar-settled 1.50% convertible bonds due 2015.

Skadden, Arps, Slate, Meagher & Flom LLP has also advised Citi and Macquarie as joint global coordinators in the US$438 million international offering of shares in Toronto-listed SouthGobi Energy Resources Ltd, a Mongolia-based premium coal production and development company. The transaction involved public offerings in Hong Kong and Canada, an international private placement (including Rule 144A sales in the United States) and the secondary listing of SouthGobi’s shares on the Hong Kong Stock Exchange. This was the first listing in Hong Kong by a company incorporated in British Columbia. The firm’s advisory team was led by partners Dominic Tsun and Alec Tracy in Hong Kong and Riccardo Leofanti in Toronto.

Stamford Law Corporation has advised Oslo Stock Exchange-listed EOC Limited (EOC) in its entry into a shareholder agreement to establish a US$150 million joint venture company with Singapore Exchange-listed Ezra Holdings Limited (Ezra), KSI Production Pte Ltd (KSI), and Petrovietnam Transportation Corporation, part of Vietnam National Oil & Gas Group. EOC was spun off and listed on the OSE by Ezra in 2007 while KSI is a wholly-owned subsidiary of Keppel Corporation Limited. The JV company, PV Keez Pte Ltd, will supply the Floating Production, Storage and Offloading Vessel (FPSO) and related services to Premier Oil Vietnam Offshore BV for the US$1 billion Chim Sao oil project in Vietnam. For this purpose, Ezra will dispose of Lewek Emas, its 168,000 deadweight tonne Suzemax oil tanker, to the JV company for conversion by Keppel Shipyard Limited into the FPSO. In exchange, Ezra will receive redeemable cumulative preference shares from the JV. The firm’s advisory team was led by director Bernard Lui.

Stamford Law Corporation has also represented Singapore Exchange Mainboard-listed SIA Engineering Company Limited (SIAEC), the engineering division of Singapore Airlines, in its agreement with NYSE-listed United Technologies Corporation’s Pratt & Whitney Division (P&W) to participate in the latter’s PW1000G Risk-Revenue Sharing Program (RRSP). The deal is SIAEC’s first such participation in an RRSP and also the first participation in a financial RRSP by a Singapore-listed company. SIAEC has incorporated two special-purpose, wholly-owned subsidiaries to participate in the RRSP with a 3 percent stake in the CSeries aircraft engine program and a 1 percent stake in the MRJ aircraft engine program. Directors Lee Suet Fern and Lean Min-tze led the firm’s advisory team.

Walkers has acted as Cayman counsel to Beijing-based coal-mining equipment maker International Mining Machinery Holdings Ltd (IMM) on its HK$2.54 billion (US$3.27m) Hong Kong initial public offering. IMM, which is backed by private equity company Jordan Company LP, sold 520 million shares, or 40 percent of its outstanding share capital, at HK$4.88 (US$0.63) per share. IMM was formed in 2006 and has approximately US$6 billion of capital under management and targets middle market companies with enterprise values between US$100 million and US$2 billion. Partner Denise Wong led the firm’s advisory team.

White & Case LLP has represented Hitachi Plant Technologies Ltd in its agreement with the Government of the Republic of the Maldives to acquire a 20 percent shareholding in Male’ Water and Sewerage Company Pvt Ltd (MWSC), which presently operates water supply and sewage systems on seven islands in the country and serves 40 percent of its population. The agreement will enable Hitachi to participate in the operations of MWSC and will lead to the upgrading of water supply and sewage services of the Maldives. Partner Mark Goodrich led the firm’s advisory team.

WongPartnership LLP has advised Winston Yau, former Executive Vice President of Walton International Group (Singapore) Pte Ltd, in Suit 333 of 2008/M brought against him by the Walton International Group (Singapore) Pte Ltd and other related companies. The claims made in the suit include alleged breaches of an employment contract and other tortious claims. Deputy managing partner Tan Chee Meng led the firm’s advisory team advised on the matter.

WongPartnership LLP has also advised SGX-listed international property and hotel conglomerate City Development Limited and its wholly-owned subsidiary Citidev Nahdah Pte Ltd (Citydev Nahdah) in the issuance of S$50 million (US$35.4m) 3.6 percent Trust Certificates due 2013. The issue is under Citydev Nahdah’s S$1 billion (US$709m) Islamic Trust Certificate Programme in line with the Shariah financing principle of Ijarah. Partners Hui Choon Yuen, Colin Ong, Goh Gin Nee and Tan Teck Howe led the firm’s advisory team.

In addition, WongPartnership LLP has advised the world’s leading electronic trading solutions provider, NYSE Technologies, on its agreements with various ASEAN stock exchanges to establish an e-trading link across the bourses. Partner Lam Chung Nian led the firm’s advisory team.

Finally, WongPartnership LLP has advised Otto Marine Limited in a private placement of 220 million new units at an issue price of S$0.432 (US$0.30) per new unit, to raise gross proceeds of approximately S$92.6 million (US$65.6m). Kim Eng Securities Pte Ltd was the placement agent. Partner Chong Hong Chiang led the firm’s advisory team.