Deals – 21 April 2011

Allen & Gledhill has advised CVC Capital Partners Asia Pacific III Parallel-A LP (CVC), through Asia Link Holdings Ltd, in respect of its agreement with CVC Capital Partners Asia Pacific III LP to invest approximately Rp2.35 trillion (US$272.5m) for an effective equity interest of 49 per cent in PT Link Net. Partners Prawiro Widjaja and Glenn David Foo led the transaction.

Allens Arthur Robinson has acted for renewable energy joint venture AusChina Energy Group (AEG), in respect of its establishment between two of China’s largest state-owned renewable energy businesses – China Datang Renewable Power Co (Datang Renewable) and Tianwei Baobian Electric Co (Tianwei Baobian) – and CBD Energy Ltd (CBD), an ASX-listed Australian diversified renewable energy company. Datang Renewable has a 63.75 per cent stake in AEG, while Tianwei Baobian and CBD have 12.50 per cent and 23.75 per cent interests, respectively. AEG, which is a stapled investment JV group, is reported as having a development target of approximately A$6 billion (US$6.45b) worth of renewable energy projects over eight years, which would represent one third of Australia’s wind energy market. The transaction represents the first initiative in renewable energy outside China by Datang Renewables and Tianwei Baobian. Partner Jeremy Low led the transaction.

Ashurst is advising Japanese paper and packaging materials manufacturer Rengo Co Ltd (Rengo) in respect of its acquisition of a 29.9 per cent interest in HKSE-listed packaging products manufacturer Hung Hing Printing Group Ltd (Hung Hing) from Asia Packaging Company Ltd (Asia Packaging) for an aggregate consideration of HK$1.42 billion (US$183.4m). Asia Packaging, which is backed by CVC Asia Pacific Ltd, currently holds approximately 340.5 million shares in Hung Hing, representing approximately 37.5 per cent of the issued share capital. Partners Robert Ogilvy Watson and Lina Lee led the transaction whilst Oh Ebashi is advising Rengo on Japanese law. Clifford Chance, led by Andrew Whan, is acting for Asia Packaging.

Ashurst has also advised HKSE listed China-based pharmaceutical services company China Medical System Holdings Ltd (CMS) in respect of its HK$1.4 billion (US$180m) acquisition of a company engaged in marketing, promotion and sale of prescription pharmaceutical products manufactured by domestic pharmaceutical companies in the PRC. Consideration for the transaction will be partly settled in cash and partly by the issue of new shares of CMS, which are subject to a lock-up of 6 months. Partner Lina Lee led the transaction.

Baker & McKenzie has acted as US legal advisor to Hanmax Investment Ltd (Hanmax), Fosun Industrial Co Ltd (Fosun) and Tonsun International Company Ltd (Tonsun), a Cayman Islands exempted company all of the outstanding shares of which are owned by Hanmax and Fosun, in respect of their acquisition by way of merger of Tongjitang Chinese Medicines Company (Tongjitang), a specialty pharmaceutical company focusing on the development, manufacturing, marketing and selling of modernized traditional Chinese medicines in China. As a result of the acquisition, Tongjitang became a wholly-owned subsidiary of Hanmax and Fosun. The merger agreement was approved by the shareholders on 31 March, 2011. Post merger, Tongjitang will continue its operations as a privately held company owned solely by Hanmax and Fosun, and its American Depository Shares will no longer be listed on the NYSE. Partner Scott Clemens led the transaction whilst Conyers Dill & Pearman served as Cayman Islands legal advisor to Tonsun, Hanmax and Fosun.

Baker & McKenzie has also advised eBay, the world’s largest online marketplace, in respect of its acquisition of an approximately 20 per cent stake in PeaceSoft, a Vietnamese e-commerce company. The investment provides eBay with a strategic opportunity to participate in Vietnam’s rapidly growing e-commerce market, while giving greater access to Vietnam-based users to eBay’s global platform. Partner Seck YeeChung led the transaction.

De Brauw Blackstone Westbroek has advised Royal Philips Electronics (Philips) in respect of the signing of a term sheet with TPV Technology Ltd (TPV) to enter into a joint venture regarding Philips’ TV business. Philips will transfer its TV business to the JV and will grant a license to the JV for the use of the Philips brand. Philips will hold a 30 per cent stake in the JV whilst TPV will hold a 70 per cent stake. Signing of definitive agreements is expected mid July. Partner Arne Grimme led the transaction whilst Slaughter & May acted as Hong Kong counsel for Philips. Skadden, Arps Hong Kong acted as legal advisor to TPV whilst PwC Hong Kong provided financial due diligence.

Fangda has represented haodf.com, a Chinese online service provider in the area of medical treatment and health, in respect of its series C round of funding from Trust Bridge, Ceyuan Ventures and DCM. The deal size is about US$15.75 million, and the closing took place in March 2011. The firm’s team was led by partner Victor Yu.

Freshfields Bruckhaus Deringer has advised China NT Pharma Group Company Ltd (NT Pharma) in respect of its US$208 million IPO on the HKSE. NT Pharma is the largest fully integrated supply chain and promotional and sales services provider of vaccines as well as the second largest sales and marketing services provider for pharmaceutical products in China. NT Pharma will use the proceeds to expand the company’s distribution network, upgrade its infrastructure, and expand its promotion teams. Partners Chris Wong and Calvin Lai led the transaction.

J Sagar Associates has advised global advertising and marketing services company Interpublic Group Interpublic Group in respect of a joint venture with Interactive Avenues Marketing Solutions Private Ltd, an advertising and marketing services company in India, regarding Interactive Universal Private Ltd (IUPL) which is engaged in digital media business in India. Partner Sandeep Mehta led the transaction.

Khaitan & Co has advised Bush Foods Overseas Private Ltd (Bush Foods) in respect of an investment in Bush Foods by Standard Chartered Private Equity Mauritius for approximately US$25 million. Bush Foods is one of India’s leading companies engaged in the export of basmati rice. Partner Rajat Mukherjee led the transaction.

Khaitan & Co has also advised The Karnataka Bank Ltd (Katarnaka Bank) and Edelweiss Capital Ltd as the lead manager in respect of the Karnataka Bank Ltd’s rights issue aggregating to US$103 million approximately. Karnataka Bank is a professionally managed scheduled commercial bank. It was incorporated on 18 February 1924 at Mangalore and is one of the oldest private sector banks in India having 87 years of history and offering a wide variety of corporate and retail banking products and services. Partner Nikhilesh Panchal led the transaction.

Kim & Chang has advised Hyundai Motor Company Group Consortium (consisting of Hyundai Motor Company, Hyundai Mobis and Kia Motors Corp) in respect of its purchase in 1 April 2011 of 34.88 per cent of the total issued shares of Hyundai Engineering & Construction Co Ltd, the leading construction company in Korea, from nine financial institution shareholders including Korea Exchange Bank. The total purchase price for this transaction was KRW 4.96 trillion (US$4.6b). Through this transaction, Hyundai Motor Company acquired a 20.93 per cent stake for KRW 2.976 trillion (U$2.76b), Hyundai Mobis acquired an 8.72 per cent stake for KRW 1.24 trillion (US$1.15b) and Kia Motors Corp. acquired a 5.23 per cent stake for KRW 744 billion (US$690m). The transaction was led by SY Park, Jong Koo Park and Eui Seok Kim.

LS Horizon Ltd has advised Krung Thai Bank Public Company Ltd in respect of the project financing and financial close of a small power project of Navanakorn Electric Company Ltd in the amount of approximately Baht 6.93 billion (US$227m). Partner Chaipat Kamchadduskorn led the transaction.

LS Horizon Ltd has also advised SCB Asset Management Co Ltd in respect of the establishment of Prime Office Leasehold Property Fund (POPF) – THB3.42 billion (US$114m) Property Fund for Public Offering which invests in the Ploenchit Center Building and United Business Center II. POPF became the third securities listed on the Stock Exchange of Thailand in 2011. Partner Khemajit Choomwattana led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Global Funds Trust Company (a Cayman Islands licensed trust company and a wholly owned subsidiary of Nomura Bank (Luxembourg) SA), in respect of the launch of Nomura Multi Managers Fund II and its three series trusts, namely Emerging Market Debt, Emerging Markets Local Currency Debt and US High Yield Bond. The investment objectives of the three series trusts are to seek a high level of income gain as well as capital gain by investing in a diversified portfolio consisting of emerging markets debt and high-yielding bonds. All service providers are within the Nomura Group. The series trusts are to be invested into by Japan-domiciled fund of funds and institutional investors. Richard Grasby and Stephen Watler led the transaction.

Norton Rose (Asia) has advised ING Asia/Pacific Ltd in respect of the establishment of a family takaful joint venture in Malaysia, ING Public Takaful Ehsan, which is expected to generate over US$260 million by 2015. The JV is between ING, Public Bank Bhd (PBB) and Public Islamic Bank Bhd (PIBB) who hold 60 per cent, 20 per cent and 20 per cent equity participations, respectively. PBB and PIBB are members of the Public Bank Group, the third largest banking group in Malaysia. Partner Jake Robson led the transaction.

Paul, Hastings, Janofsky & Walker has advised the issuer, Franshion Development Ltd (Franshion Development) and the guarantor, Franshion Properties (China) Ltd (Franshion Properties) in respect of the offering of US$500 million of senior notes. HKSE-listed PRC property company Franshion Properties is a subsidiary of Sinochem Group (Sinochem), one of China’s key state-owned enterprises. The notes are due in 2021 and the proceeds will be used for working capital, debt refinancing and general corporate purposes. The senior unsecured notes priced at a yield of 6.75per cent and are backed up by a letter of support from Sinochem Corporation. HSBC, RBS, Deutsche Bank and Nomura were the joint underwriters on the transaction. Partners Vivian Lam and David Grimm led the transaction.

Paul, Hastings, Janofsky & Walker has also advised global digital consumer electronics and information technology company Samsung Electronics Co Ltd (Samsung) in respect of its definitive agreement with Seagate Technology plc (Seagate), the world leader in hard disk drives and storage solutions. Seagate and Samsung will expand and strengthen their strategic relationship by further aligning their respective ownership, investments and key technologies. The combined value of the deal is approximately US$1.375 billion, which will be paid by Seagate to Samsung in the form of 50 per cent stock and 50 per cent cash. Wilson Sonsini Goodrich & Rosati Professional Corporation served as legal advisor to Seagate.

Shook Lin & Bok’s Singapore office has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of CapitaMall Trust (CMT), in respect of the acquisition by CMT from Jack Investment Pte Ltd of Iluma shopping mall in Singapore for a consideration of S$295 million (US$239m). Partners Nicholas Chong and Joseph Chun advised on the transaction.

Slaughter and May has advised China International Capital Corporation Hong Kong Securities Ltd as financial adviser to China Uranium Development Company Ltd (China Uranium) in respect of its proposed subscription for new shares in HKSE listed Vital Group Holdings Ltd (Vital) for a total consideration of approximately HK$384 million (US$49.4m) and the proposed acquisition of HK$600 million (US$77.2m) convertible bonds issued by Vital. The proposed subscription for new shares and the full conversion of the convertible bonds would result in China Uranium acquiring approximately 73.4 per cent of the enlarged share capital of Vital, therefore triggering an obligation on the part of China Uranium to make a general offer for the shares in Vital. A whitewash waiver of the obligation will be sought.

Weil, Gotshal & Manges has represented global private equity firm Providence Equity Partners in respect of their investment of approximately US$58 million in a mix of primary and secondary investment in UFO Moviez India Ltd, the world’s largest satellite based Digital Cinema Service and the only company in the world delivering MPEG-4 High Definition content for digital cinema via satellite. Partners Peter Feist, Akiko Mikumo and Jared Rusman led the transaction.

WongPartnership has acted for Cargill Incorporated (Cargill) in the US$1.25 billion multicurrency global syndicated financing arranged by BNP Paribas, Deutsche Bank AG London branch, The Hongkong and Shanghai Banking Corporation Ltd (HSBC Bank), The Royal Bank of Scotland PLC and Standard Chartered Bank. The transaction represents the first global syndication exercise of the Cargill Group in Asia. Partner Christy Anne Lim acted on the matter.

WongPartnership has also acted for Olam International Ltd (Olam) in respect of the proposed investment of approximately US$290 million by Tata Chemicals Ltd to acquire a 25.1 per cent equity stake in Olea Investment Holdings Pte Ltd, the Singapore holding company established by Olam and the Republic of Gabon to hold their interest in the Gabonese company established for the purpose of manufacturing urea fertiliser and ammonia using natural gas, which has an estimated project cost of US$1.3 billion. Partners Ong Sin Wei and Shirley Tan acted on the matter.