Deals – 24 May 2012

Allen & Gledhill has also acted as Singapore counsel to Credit Suisse (Singapore) Ltd and DBS Bank Ltd as the placement agents in respect of Ezra Holdings Ltd’s placement of 110 million new shares at S$1.10 (US$0.86) per share, raising gross proceeds of S$121 million (US$94.7m). Partner Sharon Wee led the transaction.

Allens has advised the Healthscope Group, owned by TPG and the Carlyle Group, in respect of the sale of its pathology businesses in New South Wales, the Australian Capital Territory, Western Australia and Queensland to Sonic Healthcare for A$100 million (US$97.5m). Based in Melbourne, Healthscope operates hospitals in Australia and pathology services in Australia, New Zealand, Malaysia, Singapore and Vietnam. Sydney-based Sonic Healthcare is one of the world’s largest medical diagnostics companies, with operations in Australia, NZ, the United States, Germany and the United Kingdom. Following the deal, which was announced on 16 May 2012, Healthscope will retain its pathology businesses in Victoria, South Australia and the Northern Territory. Partner Cameron Price led the transaction which is subject to regulatory approvals and is expected to be finalized by August 2012.

AZB & Partners has advised Karaikal Port Private Ltd and its promoters in respect of the acquisition of a minority stake for approximately INR 2 billion (US$37.4m) by NYLIM Jacob Ballas India (FVCI) III LLC in Karaikal Port Private Ltd. Partner Srinath Dasari led the transaction.

AZB & Partners has also advised Tata Global Beverages Ltd in respect of its acquisition of approximately five percent of the shares in Mount Everest Mineral Water Ltd (MEMW) from the other promoters of MEMW, Foresight Holdings Pvt Ltd and Vinod Sethi, for approximately INR 335 million (US$6m). Partner Abhijit Joshi led the transaction which was completed on 3 May 2012.

Clifford Chance has advised AEI Asia Ltd (AEI) in respect of its agreement for the sale of its China gas distribution business to China Resources Gas Group Ltd for US$237 million. The transaction is particularly complex with 40 target companies engaged in gas sales, distribution and transportation in Mainland China. AEI China Gas Group operates 28 city gas projects, eight gas stations and four midstream gas transmission pipeline projects in 11 provinces in mainland China. Partner Kelly Gregory led the deal. King & Wood Mallesons, led by partners Raymond Wong and Sophia Wang, acted as Hong Kong and international counsel for HKSE-listed China Resources Gas Group Ltd.

Davis Polk is advising Dalian Wanda Group Co Ltd (Wanda) in respect of its approximately US$2.6 billion acquisition of AMC Entertainment Holdings Inc (AMC). As part of the transaction, Wanda intends to invest up to an additional US$500 million in AMC over time to fund AMC’s strategic and operating initiatives. The transaction is subject to customary closing conditions and US and Chinese regulatory approvals. Wanda is a leading Chinese private conglomerate that operates in five major businesses, including commercial properties, luxury hotels, tourism investment, cultural industries and department stores. AMC delivers distinctive and affordable movie-going experiences in 346 theatres with 5,034 screens, primarily in the United States and Canada. Partners Phillip R Mills and Howard Zhang led the transaction. Ernst & Young also advised Wanda. Weil, Gotshal & Manges advised AMC Entertainment Holdings Inc.

Hogan Lovells has been advising JKC Australia LNG, a joint venture between Japan’s JGC Corporation, Houston-based KBR and Japan’s Chiyoda Corporation, in respect of the US$34 billion Ichthys LNG Project in Australia. The Ichthys LNG Project is a joint venture between the operator INPEX (76 percent) and TOTAL (24 percent). JKC signed a contract with INPEX earlier this year for the engineering, procurement and construction of the onshore LNG facilities to be built near Darwin in Australia. Partner Scott Tindall led the transaction.

J Sagar Associates has advised Bureau Veritas Group in respect of the acquisition of 100 percent ownership in Bhagavathi Ana Labs Private Ltd (BHAGAVATHI) from the Indian resident shareholders. BHAGAVATHI is engaged in testing, analysis and quality assurance system businesses. Partner Sandeep Mehta led the transaction.

Jones Day has advised Temasek and RRJ Capital in respect of their equity investment of approximately US$468 million in Cheniere Energy Inc. Cheniere intends to use the proceeds from this offering and cash on hand to purchase, on a pari passu basis, US$500 million of the US$2 billion of equity securities anticipated to be issued by Cheniere Energy Partners LP in connection with the financing of the Sabine Pass LNG liquefaction project. Partner Joseph Bauerschmidt led the transaction which was announced on 7 May 2012.

Khaitan & Co has advised Bialetti Industrie SPA (Bialetti) in respect of the termination of the joint venture with the Indian promoters. Bialetti is one of the leading cookware and kitchenware manufacturers in Europe. Partner Murali Neelakantan led the transaction.

Khaitan & Co has also advised Oriental Carbon and Chemicals Ltd (OCCL) in respect of its acquisition of Schrader Bridgeport International Inc’s 50 percent stake in Schrader Duncan Ltd. OCCL, a JP Goenka Group company, is a listed company and one of the market leaders in the production of insoluble sulphur for the tyre and rubber industry. Partners Haigreve Khaitan, Arindam Ghosh and Aakash Choubey led the transaction.

King & Wood Mallesons has acted for Palisade Ports Pty Ltd in respect of its acquisition of Australian Infrastructure Fund’s 50 percent equity interest in the Port of Portland. Palisade Ports is an investment company of Palisade Investment Partners, a specialist infrastructure fund manager. Under the deal valued at A$65.5 million (US$64m), Palisade will expand its existing diversified Investment Infrastructure Fund which includes assets across a number of sectors including aviation, clean energy and natural gas. Partner Adrian Perkins led the transaction. Freehills acted for Australian Infrastructure Fund.

King & Wood Mallesons has also acted for Perron Investments in respect of its A$690.4 million (US$673.6m) acquisition of a 50 percent interest in three regional shopping centres, including Centro Galleria in Perth, Centro The Glen in Melbourne and Centro Colonnades in Adelaide. Under the deal, Centro and Perron Group have agreed to a co-ownership arrangement with Centro retaining ongoing property management, development and leasing services. Partner Simone Menz led the transaction.

Latham & Watkins has represented PT Pertamina (Persero), Indonesia’s state-owned oil and gas company, in respect of a US$2.5 billion senior unsecured bond offering. The offering comprised two tranches – a US$1.25 billion bond due in 2022, with a 4.875 percent coupon, and a US$1.25 billion bond due in 2042, with a 6 percent coupon. Partners Michael Sturrock and Clarinda Tjia-Dharmadi led the transaction.

Maples and Calder has acted as Cayman Islands counsel for China City Railway Transportation Technology Holdings Company Ltd (China City Railway), a Cayman Islands company, in respect of its IPO on the Growth Enterprise Market of the Stock Exchange of 200 million ordinary shares, priced at not more than HK$1.23 (US$0.16) per ordinary share and expected to be not less than HK$0.95 (US$0.12) per ordinary share. China City Railway is principally engaged in the design, implementation and maintenance of application solutions for centralising various functions of public transport systems in Beijing and Hong Kong. Partner Christine Chang led the transaction whilst Troutman and Sanders acted as HK counsel. Chiu & Partners acted for the underwriters.

Maples and Calder has also acted as Cayman Islands legal counsel to Chinese internet company Alibaba Group Holding Ltd (Alibaba) in respect of its repurchase of up to half of Yahoo Inc’s shareholding in Alibaba, which accounts for approximately 20 percent of Alibaba’s share capital on a fully diluted basis. The total deal value (being the repurchase price payable by Alibaba to Yahoo) is estimated at US$7.1 billion (to be paid in cash and the issue of newly-issue Alibaba preferred shares), making it the largest ever e-commerce M&A. Alibaba intends to finance the repurchase through a combination of its own cash resources, debt, equity and equity-linked financing. The transaction also provides for the future divestment by Yahoo of its remaining interest in Alibaba upon and after any future IPO of Alibaba shares. Partner Greg Knowles led the transaction whilst Wachtel, Lipton, Rosen & Katz, led by partner Mark Gordon, acted as US counsel and Freshfields Bruckhaus Deringer acted as Hong Kong counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Yahoo.

Minter Ellison has advised leading road transport equipment manufacturer MaxiTRANS Industries Ltd in respect of its A$6 million (US$5.86m) acquisition of Azmeb Global Trailers announced on 4 May 2012 and A$21 million (US$20.5m) acquisition of Queensland Diesel Spares Pty Ltd completed on 2 April 2012. The two acquisitions are part of a strategy to further expand its participation in Australia’s mining and resources sector and to gain a greater share of the Australian waste transport equipment market. Azmeb Global Trailers designs and manufactures a range of truck trailers for the Australian and international markets used in the mining and waste sectors. Queensland Diesel Spares is a leading distributor of automotive parts to the Queensland transport industry. Partner Carolyn Reynolds led the transaction. Payne, Butler and Lang advised Azmeb Global Trailers whilst Wilson Lawyers acted for Queensland Diesel Spares.

Minter Ellison has also advised US-based medical device developer Osprey Medical in respect of its IPO and listing on the ASX. Osprey Medical raise A$20 million (US$19.5m) in Australian and offshore funds for the commercialisation of its CINCOR device which is designed to reduce kidney injury from x-ray dyes used during common heath procedures such as stenting and angioplasty. Cornerstone investors Brandon Capital and CM Capital provided significant institutional investment support and remain major shareholders of the company. At the time of listing, Osprey Medical was the second largest IPO and the largest non-energy/resources IPO in Australia this year. Partner James Hutton led the transaction.

Paul Hastings is advising Digital Realty Trust, a leading global data center solution provider, in respect of the launch of a joint venture with Savvis, a CenturyLink company and global leader in cloud infrastructure and hosted IT solutions, to acquire a 165,000-square-foot property located in Tseung Kwan O Industrial Estate in Hong Kong’s New Territories. The acquisition, which is expected to close in the second quarter of 2012, will provide next generation, large co-location and managed cloud services which will solidify Hong Kong’s reputation as an attractive data centre market. Partner David Blumenfeld led the transaction.

Rajah & Tann has advised Agri Investments Pte Ltd, a wholly-owned subsidiary of Indonesia Stock Exchange listed PT PP London Sumatra Indonesia Tbk (Lonsum), in respect of the Lonsum group’s subscription of approximately 3.57 million shares of common stock, representing approximately 26.4 percent of the outstanding common stock of Heliae Technology Holdings Inc (Heliae) for a cash consideration of US$15 million. Heliae is a development stage algae technology company focused on delivering technology platforms for algae-based products. Partners Goh Kian Hwee and Cynthia Goh led the transaction which was completed on 2 May 2012. Manatt Phelps & Phillips advised Heliae Technology Holdings Inc.

Rodyk & Davidson LLP is acting for SGX listed Elite KSB Holdings Ltd in respect of the divestment of its meat-processing business to Kendo Trading Pte Ltd, which is part of an integrated poultry breeding, farming, processing and marketing group, for S$62 million (US$48.5m). The deal is expected to close on August 2012. Partner Valerie Ong led the transaction.

Rodyk & Davidson is also acting for Roxy Residential Pte Ltd, a wholly owned subsidiary of listed developer Roxy-Pacific Holdings Ltd, in respect of its acquisition and purchase of Jade Towers at 2 and 4 Lew Lian Vale for S$106.3 million (US$83.2m). The deal is the largest by quantum value for a pure residential collective sale site for 2012 to date since the introduction of ABSD by the government in December 2011 to cool the residential property market in Singapore. The deal is subject to approval by the Strata Titles Board. Partners Lee Liat Yeang and Nadia Cardoz led the transaction.

Selvam has acted as Singapore counsel for American International Assurance Company Ltd (AIA Co) in respect of the transfer of its insurance business in Singapore from a branch to a Singapore incorporated and wholly-owned subsidiary of AIA Co. With effect from 1 January 2012, AIA in Singapore is now known as AIA Singapore Private Ltd (AIA Singapore) with all business dealings conducted under this name. AIA Group Ltd and its subsidiaries comprise the largest independent publicly listed pan-Asian life insurance group in the world. AIA Co has been in operation as a branch office in Singapore for over 80 years and is one of the country’s leading insurers. Policyholders were notified of the transfer in September 2011 and all existing policy contracts with AIA Co have been automatically transferred to AIA Singapore. Arfat Selvam and Jason Yang acted on the matter.

Shook Lin & Bok has acted for Gemguard Technologies Pte Ltd (GTPL) in respect of its strategic partnership with Shantou Wanshun Package Material Co Ltd (SWP) to jointly acquire all of Shanghai Asia Holdings Ltd’s businesses. The cost of the acquisition, which is RMB1 billion (US$160m), was divided into two transactions consisting of SWP’s portion of RMB750 million (US$118.7m) and GTPL’s portion of S$50 million (US$39.5m). Partner Wong Gang led the transaction.

Stamford Law has acted as Singapore legal adviser to Theta Capital Pte Ltd and its parent company PT Lippo Karawaci Tbk (LPKR) in respect of Theta Capital’s issue of US$150 million senior notes launched on 9 May 2012 and guaranteed by LPKR and its subsidiaries. Citigroup and Deutsche Bank were the joint global coordinators and lead managers in the issuance. LPKR is one of the largest property developers in Indonesia. On 10 May 2012, LPKR announced that it had successfully priced the US$150 million senior notes and had managed to attract US$680 million worth of orders from 72 accounts. The notes were listed on the bond market of the SGX on 17 May 2012.

Tay & Partners has advised in respect of the loan and security documentation relating to AmIslamic Bank Bhd’s grant of RM50 million loan to a public listed company based on Bai’Inah Islamic principles. Partner David Lee led the transaction.

White & Case has advised the underwriters (composed of Australia and New Zealand Banking Group Ltd, Credit Suisse AG Singapore Branch, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd and Mizuho Corporate Bank Ltd) in respect of the US$3 billion financing supporting the take private of Alibaba.com Ltd, China’s largest e-commerce company. The deal is the largest China ‘Holdco’ financing to date. The underwritten facilities, split evenly among the banks, will be available to fund the privatization of HKSE listed Alibaba.com. The definitive financing documents were signed on 18 May 2012. Partner John Hartley led the transaction whilst King & Wood acted as PRC counsel and Walkers as offshore counsel. Freshfields acted as international counsel, Fangda Partners as PRC counsel and Maples and Calder as offshore counsel for the borrower.

WongPartnership has acted for Globe Telecom in respect of a major outsourcing agreement with global solutions provider Amdocs for a seven-year agreement for the transformation, continuous improvement and upgrade of its Business Support System (BSS) and enterprise data warehouse aimed at modernising and consolidating Globe’s BSS and data warehouse systems as well as business processes across prepaid and postpaid wireless, wireline and broadband operations. Partner Lam Chung Nian led the transaction.

WongPartnership has also acted for United Overseas Bank Ltd in respect of the grant of credit facilities to Biyun Investments (Hong Kong) Ltd for the refinancing of the borrower’s existing debt relating to the property known as Citadines Shanghai Biyun located at the Pudong New Area, Shanghai, PRC. Partner Christy Lim led the transaction.