Deals – 13 October 2011

Allen & Gledhill has also acted as Singapore counsel for LMIRT Management Ltd, as manager of LMIR Trust, in respect of its acquisition of Pluit Village and Plaza Medan Fair, retail malls located in Indonesia, for approximately S$380.5 million (US$298m). A one-for-one renounceable rights issue to raise proceeds of approximately S$336.8 million (US$264m) will be used to part finance the acquisitions. Partners Jerry Koh, Chua Bor Jern and Teh Hoe Yue led the transaction.

Allens Arthur Robinson is advising the senior syndicate and mezzanine financiers in respect of the financing of Queensland’s first user-funded coal terminal, the Wiggins Island Coal Export Terminal (WICET). The first stage of the development, located in Gladstone and due for completion in 2014, is expected to facilitate the export of about 27 million tonnes of coal per annum. The financing for WICET Stage 1 is Australia’s largest greenfields project financing for 2011. The deal, which was signed on 9 September 2011 and closed on 30 September 2011, includes US$2.4 billion for construction and $600 million (made up of Australian and US dollars) for performance guarantees, working capital and contingencies. Commonwealth Bank of Australia is acting as the senior agent for a syndicate of 20 domestic and international banks, who are providing senior debt on the deal, and as the mezzanine agent for a consortium of 13 mezzanine financiers. Partner Phillip Cornwell leads the transaction. Blake Dawson advised WICET.

Allens Arthur Robinson has advised the world’s largest contract miner, Leighton Holdings Ltd and its wholly-owned subsidiary Leighton Contractors in respect of the sale of its HWE Iron Ore entities and assets to BHP Billiton in Western Australia. The sale of Leighton’s Pilbara-based mining contracting businesses collectively account for about 70 per cent of BHP Billiton’s iron ore mining in WA, and represent about A$1.1 billion (US$1.12b) of annual revenue and A$1.4 billion (US$1.43b) worth of work in hand for Leighton. The sale was signed and completed on 30 September 2011 and valued at approximately A$705 million (US$720m). Partner Andrew Finch led the transaction. Mallesons Stephen Jaques acted for BHP Billiton.

AZB & Partners has advised UFO Moviez India Ltd in respect of its acquisition of approximately 26 per cent of Scrabble Entertainment Private Ltd’s equity shares from Walk Water Media Pvt Ltd and others. Partner Alka Nalavadi led the transaction which is expected to be completed on 15 October 2011.

Clifford Chance has advised China Hanking Holdings Ltd on the Hong Kong and US law aspects in respect of its US$148 million listing on the HKSE. China Hanking is a major Mainland iron ore miner and producer with operations in sale of iron ore concentrates. Partner Tim Wang led the transaction.

Clifford Chance has advised the mandated lead arrangers and book-runners (composed of BBVA, Banc of America, Barclays, Citi, JP Morgan, Mizuho, Morgan Stanley, Santander, The Bank of Tokyo-Mitsubishi and RBS) in respect of the US$12.5 billion acquisition facility for SABMiller plc’s takeover bid for Foster’s Group Ltd. Foster’s board has recommended a bid by SABMiller, the world’s second largest brewer, which values Foster’s at A$12.3 billion (US$12.5b). The firm’s advisory team comprised partners Geeta Khehar, Scott Bache, Jason Mendens, Danny Simmons and Jay Gavigan. Allens Arthur Robinson acted on behalf of Foster’s.

J Sagar Associates has advised Fomento (Karnataka) Mining Company Private Ltd (Fomento) in respect of signing of agreements for its proposed acquisition by way of slump sale of the Redi division business of Tata Metaliks Ltd (TML), a company listed on the BSE and engaged in manufacturing and selling pig iron. The deal size was INR180 crores (US$36.8m) plus working capital at closing. Fomento had earlier been declared the successful bidder pursuant to the bidding process conducted by TML. Partner Shiraj Salelkar led the transaction. Argus Partners, led by partner Ramya Hariharan, advised Tata Metaliks Ltd.

Latham & Watkins has acted as US counsel for CITIC Securities Company Ltd, China’s leading investment bank listed in Shanghai’s stock exchange, in respect of its IPO of 995.3 million H shares listed on the HKSE, including its international offering (144A/Reg S) of approximately 945.5 million H shares and Hong Kong offering of approximately 49.8 million H shares. CITIC Securities Corporate Finance (HK) Ltd was the sole global coordinator of the offering, with a number of underwriters involved, including CCB International, ICBC International, BOCI Asia, ABCI Securities, BOCOM International, BofA Merrill Lynch, Morgan Stanley, HSBC, CLSA and Crédit Agricole. The transaction closed on 6 October 2011 and raised approximately HK$13.2 billion (US$1.7b) gross proceeds. The transaction represents one of the largest Hong Kong IPOs in 2011. Partners Eugene Lee, Cathy Yeung, Michael Liu, Cynthia Rotell and Samuel Weiner led the transaction. Baker & McKenzie, led by partners PH Chik and Rossana Chu, acted as Hong Kong law counsel whilst Jiayuan Law Firm advised on PRC law. The underwriters were advised by Freshfields on HK and US law and by King & Wood on PRC law.

Mallesons Stephen Jaques has advised the Northern Territory Government in respect of the first correctional services public private partnership in the Northern Territory. The deal represents the second social infrastructure PPP delivered in the Territory. Under the PPP, the private sector will finance, build and service a correctional centre, secure mental health and behavioural management facility, and a supported accommodation and program centre for community-based offenders. The capital cost value of the project is A$495 million (US$504m) with a 30 year concession period. The project achieved financial close within nine weeks of the appointment of the preferred bidder. Early construction works have commenced with the facilities scheduled for completion in 2014. Partner Mark Upfold led the transaction.

Mallesons Stephen Jaques has also acted for the APA Group and AGL Energy Ltd consortium in respect of the development of the 242MW gas-fired Diamantina power station at Mount Isa, Queensland. The total capital expenditure for the Diamantina power station development is anticipated to be approximately A$500 million (US$508.8m) before project financing costs, which is expected to be funded by implementing a Ltd-recourse project financing and equity contributions by AGL and APA. The firm is also advising the consortium on its project financing arrangements. Partner Craig Rogers, supported by partners Dominic Bortoluzzi, David Bell and Matthew Austin, led the transaction.

Norton Rose (Asia) has advised The Saratoga Group (Saratoga) in respect of its proposed investment, together with Tiger Airways Holdings Ltd (Tiger Airways), in PT Mandala Airlines (Mandala). Saratoga, with a 51 per cent stake, and Tiger Airways, with a 33 per cent stake, will enter as financial investor and strategic investor, respectively, with the remaining 16 per cent held by the previous shareholders and creditors of Mandala. The conditional purchase agreement and other documentation were signed on 23 September 2011. The transaction is subject to various regulatory approvals and is expected to close in approximately 90 days. Partner Adam Summerly led the transaction. WongPartnership is advising Tiger Airways whilst NSMP, HPRP and ABNR are Indonesian counsel advising Mandala, Tiger and Saratoga, respectively.

Paul Hastings has advised Hitachi Construction Machinery Co Ltd (Hitachi Construction), a leader in the construction machinery industry, in respect of its joint venture with Deere & Company (Deere) to launch an excavator manufacturing and distribution business in Brazil. With a total investment value of US$90 million, the JV to be located outside of Sao Paulo will manufacture Hitachi-engineered excavators for distribution in Brazil. This marks the extension of an important North American partnership between Hitachi Construction and Deere. Partners Kaoruhiko Suzuki, John Porter and Nancy Iredale led the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison has advised Shaw Kwei & Partners Ltd (SKP) in respect of the proposed acquisition of electronics manufacturer and precision engineering services provider Beyonics Technology Ltd (Beyonics) by Channelview Investment Ltd (Channelview), a BVI incorporated special purpose company indirectly owned by SKP. The proposed acquisition will be effected by scheme of arrangement under section 210 of the Companies Act, Chapter 50 of Singapore. Upon completion of the scheme, Beyonics will become a wholly-owned subsidiary of Channelview and will be de-listed from the SGX. Partner Jeanette Chan led the transaction.

Shook Lin & Bok’s Singapore office has acted for XinRen Aluminum Holdings Ltd, through its wholly owned subsidiary, Jiangyin Xinren Technology Co Ltd, in respect of its acquisition of 100 per cent of the equity interest in both Guizhou Liupanshui Shuangyuan Aluminum Co Ltd and Yichang Changjiang Aluminum Co Ltd, for a total consideration of RMB442.4 million (US$69.3m). Partners Wong Gang and Tan Wei Shyan advised on the transaction.

Skadden is representing Miraca Holdings Inc (Miraca), Japan’s largest clinical diagnostics and laboratory services provider, in respect of its approximately US$725 million acquisition of the anatomic pathology business of Caris Life Sciences Inc (Caris), a premier provider of anatomical pathology services in the United States. The molecular profiling and circulating microvesicle technology subsidiaries of Caris are to be retained by current shareholders and spun off immediately prior to the proposed merger with Miraca. This is the first-ever acquisition by a Japanese company of a US clinical laboratory testing business, as well as Miraca’s largest acquisition to date. The deal is scheduled to be closed toward the end of this year. The firm is also advising Miraca in respect of its approximately US$600 million debt financing from three Japanese mega banks in connection with the Caris acquisition. Partners Hiro Kamiya and Mike Mies are leading the transaction.

Vinson & Elkins has represented Sinopec International Petroleum Exploration and Production Corporation (SIPC) in respect of an agreement to acquire Daylight Energy Ltd for approximately C$3 billion (US$2.94b). SIPC offered C$10.08 (US$9.90) per common share in cash. Under the agreement, approximately US$261 million of debentures will be either converted and paid or redeemed in the transaction. SIPC is a wholly owned subsidiary of Sinopec Group, China’s largest producer and supplier of oil products and major petrochemical products. The deal is expected to close on December 2011. Partners David Blumental and Jay Kolb led the deal, working closely with Canadian co-counsel at Bennett Jones’ Calgary office.

Wong & Partners, the Malaysian member firm of Baker & McKenzie
International, acted as legal counsel to Abu Dhabi-based investment company Aabar Investments PJS in respect of its RM5.9 billion (US$3.04b) acquisition from Abu Dhabi Commercial Bank PJSC of a 24.9 per cent stake in RHB Capital Berhad, the public listed holding company of the RHB Banking Group. The deal ranks in the top three largest M&A deals in Malaysia year-to-date. Partner Brian Chia, assisted by partner Munir Aziz, led the transaction which was signed on June 2011.

WongPartnership has acted for Softbank Corp in respect of its purchase of ordinary and preference shares in InMobi Pte Ltd of global mobile ad network InMobi Group for an aggregate sum of US$200 million. Partners Lim Hon Yi, Elaine Chan, Ameera Ashraf, Lam Chung Nian and Jeffrey Lim acted on the matter. Allen & Gledhill, led by partners Tan Su May, Tham Kok Leong and Daena Goh, acted as Singapore counsel for InMobi Pte Ltd.

WongPartnership has acted for Standard Chartered Bank, as mandated lead arranger, in respect of the (i) S$120 million (US$94m) financing relating to SUNTEC Real Estate Investment Trust’s (Suntec REIT) acquisition of a 51 per cent interest in Harmony Partners Investment Ltd. With the acquisition, Suntec REIT now holds an aggregate effective interest of 60.8 per cent in Suntec Singapore International Convention & Exhibition Centre (SSICEC), a world-class business venue located next to the Central Business District of Singapore; and (ii) restructuring of the secured facilities to Harmony Convention Holding Pte Ltd (now 60.8 per cent owned by Suntec REIT), which facilities were earlier obtained to part finance the acquisition of SSICEC). Partners Christy Anne Lim and Carol Anne Tan acted on the matters.