Deals – 14 January 2010

Baker & McKenzie has also advised one of New Zealand’s largest companies, Infratil Limited, on its successful exit as the largest shareholder in Australian clean energy company Energy Developments Limited, for A$140 million (US$129.3m). Infratil sold its 32 percent stake in Energy Developments as part of a takeover offer by Greenspark Power Holding Ltd, an investee company of Pacific Equity Partners. The company was advised by the firm’s M&A partner Ben McLaughlin.

Finally, Baker & McKenzie has advised Australia’s largest private hospital operator, Ramsay Health Care Limited on the proposed acquisition of a 57 percent interest in Groupe Proclif SAS, a leading French private hospital group, for €87 million (US$126.28m). The transaction is expected to be completed by the end of March, subject to regulatory approvals, banking consents, and formal documentation. M&A partners Ben McLaughlin (Sydney) and Laurent Barbara (Paris) advised the client.

Clifford Chance has advised leading bank Kasikornbank Public Company Limited on the groundbreaking THB700 million (US$21.2m) project financing of Thailand’s first utility scale 6MW solar power project. The project, to be built in the Nakorn Rachasrima Province, has been supported by the Energy for Environment Foundation, an independent non-profit organisation founded in 2000 to promote the development of renewable energy and energy efficiency in Thailand by the government and the private sector. Projects and renewable energy lawyer Joseph Tisuthiwongse led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised Petroleum Trust on a block trade of 33 million equity shares of Reliance Industries Limited, a Fortune Global 500 company and the largest private sector company in India. The Petroleum Trust was formed on 2 May 2002 by Reliance Industrial Investments & Holdings as part of the scheme of amalgamation of Reliance Petroleum with Reliance Industries Limited. The block trade generated gross proceeds of approximately US$763 million. The firm’s corporate team was led by Kirtee Kapoor.

Davis Polk & Wardwell LLP has also advised First Pacific Company Limited (First Pacific) in respect of its underwritten rights offering of more than 672 million new shares, which grossed approximately $282 million by means of a rights subscription offering on the basis of 1 share right for every 5 existing shares. The offering included a public offering in Hong Kong and private placements to institutional investors outside Hong Kong, including within the US. The firm’s advisory team included partners William F. Barron, Eugene C. Gregor and James C. Lin. First Pacific was also advised by Richards Butler as to Hong Kong law. The underwriters were advised by Herbert Smith.

DLA Piper has advised Matrix Partners China (Matrix) in relation to the US$10 million second round financing received by Wuhan-based high-end language education and training company New Dynamic Institute. Alongside Matrix, other investors included WI Harper Group. The funding will be used for improvement of training programmes and for market development as demand for English language training continues to grow, driven by economic development in China and increasing competition in the international labour market. Partner Rocky Lee led the firm’s advisory team, whilst Broad & Bright represented New Dynamic Institute.

Drew and Napier is acting in the privatization and cash exit offer for Full Apex Holdings Ltd (FA), one of the leading manufacturers of PET bottles in the PRC, in a voluntary delisting pursuant to Rules 1307 and 1309 of the SGX-ST Listing Manual. Pan Surplus, a special purpose company owned by the controlling shareholder of FA, made the exit offer on 9 November 2009 for the remaining shares not owned by the controlling shareholder, for an amount of approximately S$48 million (US$34.57m). Partner Marcus Chow is advising the client.

Freshfields Bruckhaus Deringer has advised Sinocom Pharmaceuticals on the US$15 million private share placement through the sale of preferred stock to DBS Nominees (Private) Limited and SEAVI Advent Equity V (A) Limited. The transaction was led by partners Calvin Lai (US securities) from the Hong Kong office and Alan Wang (corporate) from the Shanghai office.

Freshfields Bruckhaus Deringer is also advising Esprit Holdings on the US$500 million proposed acquisition of its China joint venture business back from China Resources. The deal is being led by partners Teresa Ko, Grace Huang, Connie Carnabuci and Melissa Thomas.

In addition, Freshfields Bruckhaus Deringer has advised OCBC on its US$9 million acquisition of a 19.99 percent stake in South China Trust Company. The team was led by Shanghai-based corporate partner Alan Wang.

Moreover, Freshfields Bruckhaus Deringer has advised China Minmetals on its US$819 million acquisition of a 51 percent stake in Hunan Nonferrous Metals Holding Group Company Limited (Hunan Metals), a transaction which marks the first major consolidation of China’s nonferrous metals industry. China Minmetals will also make a mandatory general offer valued at US$364 million for the HKSE-listed Hunan Metals, as required by the “chain principle” under the Hong Kong Takeovers Code. The deal was led by Beijing managing partner Chris Wong. ‪‪A separate team led by Hong Kong-based corporate partner Kay Ian Ng advised financial adviser China International Capital Corporation.

Freshfields Bruckhaus Deringer has also advised Criteria Caixa Corp on the US$331 million acquisition of a further stake in Bank of East Asia, increasing its total stake to 14.99 percent. The deal was led by Asia corporate head Robert Ashworth.

Finally, Freshfields Bruckhaus Deringer has advised Hutchison Telecommunications International on its proposed privatisation by Hutchison Whampoa by way of a scheme of arrangement. The team was lead by partner Robert Ashworth and US partner Calvin Lai.

JSM has acted for ICBC International on a US$50 million bridging loan facility by its associate company to West China Cement Limited (WCCL), the UK AIM-listed cement producer and distributor, to finance its warrant redemption and general working capital requirements. WCCL has announced its intention to list on the Main Board of the HKSE. The firm’s team was led by Allan Yu in Hong Kong and Kate Ball-Dodd in London.

Mallesons has advised GE on its cooperation and proposed establishment of a 50:50 joint venture with China Southern Railways to manufacture locomotive engine parts and power assemblies. The Evolution Series locomotive diesel engines manufactured by GE are the most fuel efficient and low emission diesel engines to date, and the joint venture is a significant opportunity for locomotive modernization in China through advanced fuel-saving and emissions-reducing technologies. Partner Stuart Valentine led the firm’s advisory team

Maples and Calder has advised China-based, HKSE-listed Tingyi (Cayman Islands) Holding Corp in its listing of 380 million Taiwan Depository Receipts – held by Tsin Hsin, a majority shareholder in the company – on the Taiwan Stock Exchange. Trading commenced on 16 December 2009. Joint managing partner Christine Chang led the firm’s advisory team. Jones Day acted as the company’s Taiwanese counsel.

Mayer Brown (which is in association with JSM in Asia) has advised Beijing Automotive Industry Holding Co Ltd (BAIC) in respect of an asset deal with Saab in which BAIC acquired certain intellectual property rights, technology and equipment related to Saab’s 9-3 and 9-5 platforms for incorporation into BAIC’s own-branded vehicles. The team was led by partner Mark Uhrynuk, with Hong Kong-based partner Jeckle Chiu also involved.

Nishith Desai Associates has advised Citigroup Global Markets India Private Limited, Kotak Mahindra Capital Company Limited and UBS Securities India Private Limited – as book running lead managers – in respect of raising approximately INR 1.58 billion (US$34.8m) for Sunteck Realty Limited, a listed company primarily involved in the development of real estate projects in the Mumbai Metropolitan Region. The raising was undertaken through an issuance of equity shares to qualified institutional buyers through the qualified institutions placement route.

Nishith Desai Associates has also advised on the amalgamation, approved by the Bombay High Court last November 2009, of Elcome Surveys Private Limited (Elcome) and Fugro Survey (India) Private Limited (Fugro) in accordance with the provisions of sections 391 of 394 of India’s Companies Act, 1956. Both Fugro and Elcome are engaged in the business of performing oceanographic, topographical and geophysical surveys, and a synergy in terms of operations, business and ease of administration is envisaged as a result of the amalgamation.

Orrick, Herrington & Sutcliffe LLP has advised Shengli Oil & Gas Pipe Holdings Limited, one of the largest oil and gas line pipe manufacturers in the PRC, on its HK$1.58 billion (US$204m) initial public offering on 18 December 2009 on the Main Board of the Hong Kong Stock Exchange, including a global placement under Rule 144A/Regulation S. Edwin Luk, head of the firm’s Asia Corporate Group, and corporate partner Mark Lee led the firm’s advisory team.

Orrick, Herrington & Sutcliffe LLP has also advised One Equity Partners, the global private equity investment arm of JP Morgan Chase & Co, in the purchase by its wholly-owned affiliate, OEP CHME Holdings LLC, of a US$69.6 million equity investment controlling stake in China Medicine Corporation. The investment in China Medicine, a developer and leading distributor of prescription and over-the-counter pharmaceuticals, traditional Chinese medicines and nutritional and dietary supplements, will be used to finance acquisitions and capital expenditures and for working capital. The firm’s advisory team was led by partners Mark Lee and David Cho.

Stamford Law Corporation is advising Indigo Singapore Partners LP and Ryanasia Limited, which are substantial shareholders of Tiger Airways Holdings Limited (Tiger), in the proposed IPO of Tiger to raise up to S$256.67 million (US$182.6 m). The two companies are acting as the vendor and grantor of the over-allotment option of the IPO, which will result in the second airline listed on the Singapore Exchange after Singapore Airlines. The budget carrier intends to raise funds for its expansion in Australia and the purchase of new planes. Directors Ng Joo Khin and Soh Chun Bin lead the firm’s advisory team.

In addition, Stamford Law Corporation has acted for Singapore Exchange Mainboard-listed MAP Technology Holdings Limited in its successful application to the GreTai Securities Market of Taiwan (GTSM) and Taiwan Central Bank for the offering and listing of Taiwan Depository Receipts. The depository receipts represent an aggregate of up to 228 million shares of the company on the GTSM. The deal was led by Director Ng Joo Khin.

Stephenson Harwood has advised AirAsia X (AAX) in respect of meeting its obligations under the EU emissions trading system (EU-ETS) which requires all aircraft flying in and out of Europe to reduce their CO2 emissions starting 2012. The team’s advice allowed AAX to submit its monitoring and emission plans to the UK, thereby meeting its obligations under the EU-ETS and qualifying for its share of free allowances, which could amount to millions of deals each year. The firm’s Global Head of Aviation, Paul Ng, led the advisory team.

Watson, Farley & Williams LLP has acted for the Bank of Nova Scotia Asia Limited and its syndicate of lenders, who recently made available a senior and junior post delivery loan facility to a single purpose company established under the Korea Development Bank Shipping Program (the KDBS program), in relation to financing the acquisition of a 180,000 dwt capesize dry bulk carrier. This is the first Korean financing transaction effected under the KDBS program. The firm’s team was led by partner Madeline Leong.

In addition, Watson, Farley & Williams LLP has acted for The Bank of China Limited which made available certain post delivery loan facilities of up to an aggregate of approximately US$150 million to subsidiaries of the Schulte Group, for financing the acquisition of 9 chemical tanker newbuildings. The firm’s advisory team was led by partner Madeline Leong.

Finally, Watson, Farley & Williams LLP has represented Global Process Systems Inc and one of its subsidiaries in respect of a claim against their marine insurers, Syarikat Takaful Malaysia Berhad, arising from damage to a drilling rig in transit in 2005. The Commercial Court ruled in favour of the insurer but the Court of Appeal overturned the decision in favour of the insured, leading them to subsequently succeed in their substantial indemnity claim under their cargo policy with the respondent insurers. The firm’s team was led by Jon Ray.

White & Case LLP has advised Secured Capital Japan Co Ltd, Japan’s leading real estate investment and asset management business, on its purchase of the office portion of the 32-story Pacific Century Place in Tokyo. The Nikkei Real Estate Market Report listed the purchase as Japan’s largest real estate transaction deal by value in 2009. Partner Tetsuya Morimoto led the firm’s advisory team, which included partners Gerald Fujii, Eric Roose and Yasuo Igarashi.