Deals – 24 January 2013

Allen & Gledhill has also advised Universal Storage Ptd Ltd and its financial advisor, Abacus Capital International Ltd, in respect of the acquisition of Extra Space Singapore Pte Ltd, Singapore’s leading self-storage operator. Partners Hoo Sheau Farn and Chiam Tao Koon led the transaction.

Allens and Linklaters have advised Brambles Ltd in respect of the acquisition of CEVA Logistics’ intermediate bulk container business, Pallecon, in a deal worth €135 million (US$177 million). Pallecon, which operates across Western Europe, Australia, New Zealand and Japan, provides intermediate bulk container solutions for the transportation of liquids in the food, cosmetic and chemical industries. The sale and purchase agreement was signed on 16 December 2012 and, following the satisfaction of customary conditions precedent, the transaction closed on 2 January 2013. Brambles funded the acquisition from existing bank borrowing facilities. Partner Vijay Cugati led the Allens team on the transaction whilst partner James Inglis piloted the Linklaters team. Ashurst, Morgan Lewis and Wachtell, Lipton, Rosen & Katz also advised on the transaction.

Amicus, Advocates & Solicitors has advised non-banking financial company DMI Finance Pvt Ltd in respect of a strategic investment made into the company by the Burman Family, promoters of leading consumer goods company Dabur India Ltd. Partner Shivi Agarwal led the transaction.

AZB & Partners has advised Network International LLC in respect of the acquisition of a majority stake of the share capital of TimesofMoney Ltd through a secondary purchase of equity shares from Times Internet Ltd, a Times Group company. Partner Kalpana Merchant led the transaction which was completed on 30 October 2012.

Baker & McKenzie is advising Regal Real Estate Investment Trust (Regal REIT), thru the REIT manager Regal Portfolio Management Ltd, in respect of the establishment of its US$1 billion medium term note programme. The issuer is a special purpose vehicle wholly-owned and controlled by Regal REIT. Australia and New Zealand Banking Group Ltd, The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan Securities plc and UBS AG Hong Kong Branch are the arrangers for the note programme. Partners Milton Cheng and Andrew Lockhart led the transaction.

Cadwalader, Wickersham & Taft and Joseph PC Lee & Associates have advised Wison Engineering Services Co Ltd as to US and Hong Kong law in respect of the completion of its IPO and listing on the HKSE. Joseph Lee and David Neuville led the transaction which closed on 28 December 2012 and raised approximately HK$1.67 billion (US$216m). The underwriters’ overallotment option was partially exercised and closed on 22 January 2013, bringing the total amount of funds raised to approximately HK$1.85 billion (US$240m).

Clayton Utz has advised Bosch Australia, the local subsidiary of German auto-parts and engineering firm Robert Bosch GmbH, in respect of its acquisition of SPX Australia, which was part of the SPX Service Solutions division of NYSE listed SPX Corporation, which was part of Robert Bosch’s global acquisition for approximately US$1.15 billion. Partner Andrew Walker spearheaded the transaction.

Davis Polk has advised UBS AG Hong Kong Branch and Industrial and Commercial Bank of China (Asia) Ltd as initial purchasers in respect of the US$300 million Regulation S offering by Hopson Development Holdings Ltd, one of China’s largest property developers, of its 9.875 percent high-yield notes due 2018. Partner William F Barron led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Hopson was advised by Latham & Watkins as to US law, Minter Ellison as to Hong Kong law, Han Kun Law Offices as to PRC law, MJM Ltd as to Bermudan law, Maples and Calder as to British Virgin Islands law and Drake & Co as to Samoan law.

Harneys is acting as BVI and Cayman counsel for Kaisa Property Group in respect of its issue of US$500 million senior notes listed on the SGX-ST. HKSE-listed Kaisa is an investment holding company which operates as an integrated property development company in the PRC. The company focuses on urban property development and operation and currently owns 60 projects spanning across 24 cities throughout China. Property is held through a Cayman company with numerous BVI and Hong Kong subsidiaries. Kaisa intends to use over 90 percent of the net proceeds to refinance its existing offshore debt in full and the remainder for general corporate purposes. Citi, Credit Suisse and JP Morgan are acting as joint global coordinators with Citi, Credit Suisse, JP Morgan and UBS as joint lead managers and joint book-runners. Partner Russell Willings is leading the transaction whilst Sidley Austin advised as to US and Hong Kong law.

Harneys has also acted as BVI and Cayman counsel for Shimao Property Group in respect of its issue of US$800 million 6.625 percent senior high-yield notes due 2020 listed on the SGX-ST. The Hongkong and Shanghai Banking Corporation Ltd, Standard Chartered Bank, UBS AG Hong Kong Branch, Goldman Sachs (Asia) LLC and JP Morgan Securities plc acted as initial purchasers. HKSE-listed Shimao is a real estate developer dedicated to the development of residential, hotel, office and commercial properties with 50 large-scale, high-end projects presently under development throughout China. Property is held through a Cayman company with numerous BVI and Hong Kong subsidiaries. Shimao intends to use proceeds to refinance existing indebtedness and finance property projects. Partner Russell Willings also led the transaction whilst Sidley Austin advised as to US and Hong Kong law. Davis Polk, led by partner Eugene C Gregor and John D Paton, advised the initial purchasers whilst Commerce and Finance Law Offices advised as to Chinese law.

J Sagar Associates has advised Export-Import Bank of India in respect of the issuance of US$750 million 4 percent notes due 2023 under its US$6 billion medium term note programme. The notes were issued under Regulation S of the US Securities Act of 1933. The managers involved in this issuance were Citigroup Global Markets Ltd London and Standard Chartered Bank Singapore. Partner Dina Wadia led the transaction.

Jones Day has advised Godrej Netherlands BV, a subsidiary of Godrej Consumer Products Ltd (GCPL), in respect of the £9 million (US$14.26m) financing for the acquisition of the “Soft & Gentle” brand by Keyline Brands Ltd, GCPL’s subsidiary, from Colgate Palmolive. Partner Sushma Jobanputra guided the transaction. Loyens & Loeff advised GCPL as to Netherlands law whilst the arranger and the agent were advised by Linklaters on England and Wales and Netherlands laws and Talwar Thakore & Associates on India law.

Khaitan & Co has advised Sephora SA France in respect of the establishment of the franchise arrangement between Sephora and GLB Body Care Private Ltd, part of the Genesis Group. Sephora is a French brand and chain of cosmetics stores founded in Paris in 1970 and acquired by French conglomerate LVMH (Louis Vuitton and Moet Hennessy) in 1997. Director Ketan Kothari acted on the transaction.

Khaitan & Co has also advised Dosch Pharmaceuticals Private Ltd in respect of the sale of its animal health division to Sanofi Synthelabo (India) Ltd for creating a market entry for Merial (Animal Health division of Sanofi) in India. Headquartered in Mumbai, India, Dosch was incorporated in 1992 and is a diversified pharmaceutical company primarily operating through two divisions, namely animal health and exports. Partner Anand Mehta led the transaction with assistance from partner Sanjay Sanghvi and executive directors Daksha Baxi and Nihal Kothari.

Latham & Watkins has represented Australia and New Zealand Banking Group Ltd, Standard Chartered Bank and The Hongkong and Shanghai Banking Corporation Ltd as lead managers in respect of ICICI Bank Ltd’s S$225 million (US$183.4m) senior unsecured notes offering. The notes, which are due in 2020, have a coupon of 3.65 percent and are issued under ICICI Bank Ltd’s US$5 billion global medium term note program. Partner Min Yee Ng led the transaction.

Maples and Calder has acted as Cayman Islands counsel to BNY Mellon Asset Management Ltd in respect of the establishment of BNY Mellon Emerging Corporate Bond Fund, a series trust of Mellon Offshore Funds. The investment objective of the fund is to pursue stable income generation and long-term capital appreciation by investing mainly in the global emerging market corporate debt asset class. Partner Spencer Privett led the transaction whilst Mori Hamada & Matsumoto advised on Japanese law.

Mayer Brown JSM has advised CITIC Telecom International Holdings Ltd, a leading international telecoms services provider in Asia, in respect of the acquisition of a 79 percent stake in Companhia de Telecomunicacoes de Macau SARL (CTM) from UK-based Cable & Wireless Communications Plc and Portugal Telecom. The acquisition has a total cash consideration of over US$1.1 billion and is subject to necessary government, regulatory and shareholder approval. When completed, CITIC Telecom will have increased its shareholding in CTM from 20 percent to 99 percent. Partner Jeckle Chiu led the transaction.

Milbank, Tweed, Hadley & McCloy has represented the 13 underwriters in respect of the US$760 million Indian IPO of Bharti Infratel, the telecommunications tower subsidiary of Bharti Artel, one of India’s largest telecommunications companies. The offering included international Rule 144A and Regulation S tranches. The deal, which closed late December 2012, involved complex issues of US and Indian securities law arising from Bharti Infratel’s interests in Indus Towers, a telecommunications tower company formed through a joint venture which included Bharti Infratel, Vodafone Essar Ltd and Idea Cellular Ltd. The deal was underwritten by 13 banks, with DSP Merrill Lynch Ltd, JP Morgan India Private Ltd, Standard Chartered Securities (India) Ltd and UBS Securities India Private Ltd as global coordinators and book-running lead managers. Other underwriters represented by the firm included book-running lead managers Barclays Securities (India) Private Ltd, Deutsche Equities India Private Ltd, Enam Securities Private Ltd, HSBC Securities and Capital Markets (India) Private Ltd and Kotak Mahindra Capital Company Ltd and co-book running lead managers BNP Paribas, DBS Bank Ltd, HDFC Bank Ltd and ICICI Securities Ltd. Partner Naomi Ishikawa led the transaction which is considered the biggest Indian IPO since 2010 and the first in the country’s telecommunications tower sector.

Morrison & Foerster has represented Golden Wheel Tiandi in respect of the first major Hong Kong IPO in 2013, raising HK$756 million (US$97.5m). Golden Wheel is an integrated commercial and residential property developer, owner and operator in China. It focuses on developing projects in Jiangsu and Hunan provinces that are physically connected or in close proximity to metro stations or other transportation hubs. Proceeds from the IPO and Regulation S offering will mainly be used to finance its projects under development and the potential development projects. Partners Ven Tan, John Moore and Melody He-Chen led the transaction.

Morrison & Foerster has also represented CCB International Capital Ltd, as the sole global coordinator, sole sponsor and joint book-runner, and UOB KayHian and Oriental Patron, as the joint book-runners, in respect of China Silver Group Ltd’s HK$187 million (US$24m) Hong Kong IPO and Regulation S offering which was successfully launched and completed on 28 December 2012. China Silver Group Ltd is one of the largest silver producers in China in terms of annual production volume. Proceeds from the IPO and Regulation S offering will be used to expand its production capacity. Partner Ven Tan led transaction.

Rodyk & Davidson acted for SMRT Alpha Pte Ltd, a joint venture between SMRT Corporation’s investments arm and NTUC Fairprice’s subsidiary Alphaplus, in respect of its bid for the operation and management of the commercial retail space of approximately 40,800 sq m within the new Singapore Sports Hub. The role involved the negotiation and finalisation of the definitive bid documents that included the retail operator contract and a sublease of all the commercial sites within the Sports Hub and several ancillary contracts, all of which had to be drafted to align with the governing documents in the SportsHub Public-Private Partnership arrangements between the Singapore Sports Council and the SportsHub Pte Ltd. Partner Maureen Ann, supported by partner Paul Wong, helmed the transaction.

Sidley Austin has acted as US law counsel for UBS as sole book-runner for Philippine conglomerate GT Capital Holdings Inc (GTCAP) in respect of the largest-ever overnight equity transaction executed out of the Philippines to date. Grand Titan Capital Holdings Inc, which is GTCAP’s controlling shareholder, was the selling entity. The final placement was more than three times oversubscribed and its completion increased GT Capital’s free float to 40 percent from 30 percent. The placement raised approximately Php10.1 billion (US$249m) for GTCAP and Php4.2 billion (US$104m) for Grand Titan. Partner Alex Lloyd led the transaction.

Stamford Law is advising CLSA Singapore Pte Ltd in its capacity as the placement agent in respect of Nam Cheong Ltd’s share placement to raise net proceeds of approximately S$47 million (US$38.3m). SGX-ST listed Nam Cheong Ltd is a global offshore marine group specialising in the building of offshore support vessels. Bernard Lui and Lim Swee Yong led the transaction.

Sullivan & Cromwell is representing Stryker Corporation (US), one of the world’s leading medical technology companies, in respect of its US$764 million acquisition of Trauson Holdings Company Ltd (China) through a voluntary general offer to purchase all the shares of Trauson in an “all cash” transaction which was announced on 17 January 2013. Trauson’s controlling shareholder, Luna Group, has undertaken to accept the offer by tendering 61.7 percent of Trauson’s shares. Trauson is the leading trauma manufacturer in China and a major competitor in the spine segment. Stryker and Trauson have maintained a relationship under an OEM agreement for instrumentation sets since 2007. With this acquisition, Stryker will expand its presence in a key emerging market with a product portfolio and pipeline that targets the large and fast growing value segment of the Chinese orthopaedic market. Partners Kay Ian Ng, Michael DeSombre, Gwen Wong and Garth Bray led the transaction which is expected to be completed in the first half of 2013, subject to customary closing conditions.

Sullivan & Cromwell is also representing Ontario Teachers’ Pension Plan, one of Canada’s largest pension funds, in respect of its acquisition of SeaCube Container Leasing Ltd (US) for approximately US$467 million. The deal, which was announced on 18 January 2013, has been unanimously approved by the board of SeaCube and is expected to close in the first half of 2013. The deal is being led by Ontario Teachers’ Long-Term Equities group. The pension fund also plans to operate SeaCube as a standalone business operation with the current management team remaining in place. SeaCube is incorporated in Bermuda with its head office in Park Ridge, New Jersey, USA. The firm’s advisory team includes partners Alison S Ressler, Rita-Anne O’Neill, David C Spitzer and Matthew M Friestedt.

SyCip Salazar Hernandez & Gatmaitan has acted as Philippine counsel to OceanaGold Corporation in respect of its US$225 million corporate refinancing facilities funded by a multinational banking syndicate composed of Citibank NA, BNP Paribas, HSBC, Barclays Bank PLC, Nedbank Capital and Investec Bank (Australia) Ltd. The New Zealand-based gold company will use the facilities for repayment of convertible bonds maturing on December 2013 and for general working capital. OceanaGold is a significant Asia Pacific gold producer with a portfolio of operating, development and exploration assets. Its assets are located on the South Island of New Zealand, including one of the largest gold mines there, and in northern Philippines. Partner Hector M de Leon Jr led the transaction.

SyCip Salazar Hernandez & Gatmaitan has also acted as Philippine counsel to Red 5 Ltd and Greenstone Resources Corporation in respect of an US$8 million senior secured facility obtained from Sprott Resource Lending Partnership. The single drawdown facility is non-revolving and may be repaid at any time within 2013 without incurring early payment penalties. The proceeds of the loan will be used for the Siana gold project in Surigao, Philippines. The project’s first gold poured on 3 February 2012 while commercial production (defined as 60 percent of the initial nameplate capacity of 750,000 tonnes per annum) was declared on 16 April 2012. Partner Hector M de Leon Jr also led the transaction.

WongPartnership is acting for WBL Corporation Ltd in respect of the mandatory conditional offer by The Straits Trading Company Ltd to acquire all the issued ordinary stock units in the capital of WBL other than those already owned, controlled or agreed to be acquired by The Straits and parties acting in concert with it. Partners Ng Wai King and Chan Sing Yee led the transaction.

WongPartnership has also acted as international counsel to Ananda Development Public Company Ltd in respect of an IPO under Regulation S and its listing on the Stock Exchange of Thailand to raise approximately S$182.2 million (US$148.5m). Partners Gail Ong and Karen Yeoh helmed the transaction.