Deals – 3 April 2014

Allen & Gledhill has also advised DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd as the joint lead managers and book-runners in respect of the establishment of a S$800 million (US$634.8m) multicurrency medium term note programme by Singapore Management University (SMU). Under the programme, SMU issued S$100 million (US$79.34m) 3.155 percent notes due 2024. Partners Au Huey Ling, Ong Kangxin and Sunit Chhabra led the transaction.

Allens has acted for Australian wave energy technology developer Carnegie Wave Energy Ltd in respect of a A$20 million (US$18.5m) loan facility with Clean Energy Finance Corporation. The five-year loan facility will be used by Carnegie Wave Energy to support the development of its CETO 6 project. The project, which began in 2013 and is in the design stage, aims to convert ocean swells into renewable power. It is designed to have at least double the power capacity of the CETO 5 project off the Western Australian coast. The site for the CETO 6 project has yet to be announced. Partner Ben Farnsworth led the transaction. Herbert Smith Freehills acted for Clean Energy Finance Corporation.

Amarchand & Mangaldas & Suresh A. Shroff Co is advising Jabil Circuit Inc in respect of the India leg of the global transaction, by virtue of which iQor Holdings Inc acquired the business of Jabil’s Indian subsidiary. The acquisition creates the first global company with the capability to address a US$40 billion market at the intersection of customer relationship management and product support solutions. Partner Pooja Mahajan is leading the transaction which is valued at US$725 million and is yet to be completed. Kirkland & Ellis is representing iQor.

Appleby has acted as Bermuda counsel to the Asia Broadcast Satellite (ABS) group of companies in respect of its approximately US$470 million secured loan financing from the Export-Import Bank of the United States (Ex-Im Bank). The loan financing will settle existing financings and also aid the building, launch and operation of several satellites from Space Systems/ Loral Inc and Boeing Satellite Systems International, respectively. The launch and technical support for the Boeing satellites will be provided by Space Exploration Technologies (SpaceX). For global satellite operator ABS, the facility from Ex-Im Bank will assist in upgrading and expanding its existing fleet of satellites, which at present covers 80 percent of the world’s population. Ex-Im Bank provides a variety of financing mechanisms to help foreign buyers purchase US goods and services. Partner Jeffrey Kirk led the transaction whilst Milbank, Tweed, Hadley & McCloy in Washington DC acted as onshore counsel.

Appleby has also acted as Cayman counsel to Optics Valley Union Holding Company Ltd in respect of its listing on the HKSE on 28 March 2014, with proceeds of approximately HK$872 million (US$112.4m). Optics Valley will use the proceeds to finance the payment of land premiums and construction costs for its ongoing and future projects and for paying land premiums for business park projects focusing on the creative industry, working capital and other general corporate purposes. Partner Judy Lee led the transaction whilst Paul Hastings advised as to Hong Kong law and Jingtian & Gongcheng advised as to PRC law. Morrison & Foerster and Commerce & Finance Law Offices advised the underwriters as to Hong Kong and PRC laws, respectively.

AZB & Partners has advised Analjit Singh and his group companies in respect of the sale of 51 percent of his holding companies, which indirectly held equity interests in Vodafone India Ltd, to CGP India Investments Ltd, a group company of Vodafone. Partners Ajay Bahl and Anil Kasturi led the transaction which was valued at approximately US$205 million and was completed on 24 March 2014.

AZB & Partners has also advised Trent Ltd and Trent Hypermarket Ltd in respect of the acquisition by Tesco Overseas Investment Ltd, a wholly-owned subsidiary of Tesco Plc, of 50 percent equity shares of Trent Hypermarket Ltd for approximately US$140 million. Partner Kalpana Merchant led the transaction which was signed on 21 March 2014 and is yet to be completed.

Clifford Chance has advised Maxis Communications Berhad in respect of the divestment of its 14.9 percent share in PT Axis Telekom Indonesia (AXIS) to Saudi Telecom Company (STC). The divestment dovetailed the acquisition by PT XL Axiata Tbk (Axiata) of a majority stake of Axis from STC. The acquisition by Axiata has a 100 percent enterprise value of US$865 million on a cash-free and debt-free basis. Axiata is one of Indonesia’s leading telecommunications provider with over 65 million subscribers. Partner Lee Taylor led the transaction.

Clifford Chance has also advised in respect of the establishment by Beijing Capital Land Ltd and its subsidiaries, Central Plaza Development Ltd and International Financial Center Property Ltd, of a US$1 billion medium term note programme for Central Plaza Development Ltd and guaranteed by International Financial Center Property Ltd or Beijing Capital Land Ltd, and in the issue by Central Plaza Development Ltd of RMB2 billion (US$322.3m) 5.75 percent guaranteed notes due 2017 and RMB250 million (US$40.3m) 6.875 percent guaranteed notes due 2019, both guaranteed by International Financial Center Property Ltd. Partner Connie Heng led the transaction.

Conyers has advised Abu Dhabi Capital Management (ADCM) in respect of the formation and legal documentation relating to a Cayman-domiciled real estate acquisition vehicle which acquired 1 Palace Street, a Grade II listed former hotel building located close to Buckingham Gate in London. The building comprises 245,000 square feet of development space which will produce 78 luxury apartments, a restaurant and health centre with unrivalled views of Buckingham Palace. ADCM was established in Abu Dhabi as an alternative investment firm seeking opportunistic investments across various sectors and regions. Fawaz Elmalki led the transaction.

Davis Polk has advised BOCI Asia Ltd, Citigroup Global Markets Ltd, Haitong International Securities Company Ltd and The Hongkong and Shanghai Banking Corporation Ltd as initial purchasers in respect of a US$225 million Regulation S only offering by HKSE-listed Times Property Holdings Ltd of its 12.625 percent senior notes due 2019. Headquartered in Guangzhou, Times Property Holdings is one of the leading property developers in Guangdong focusing on the development of mid-market to high-end residential properties. Partner William F Barron led the transaction whilst King & Wood Mallesons advised as to PRC law. Times Property Holdings was advised by Sidley Austin as to US and Hong Kong laws, Commerce & Finance Law Offices as to PRC law and Appleby as to Cayman Islands and British Virgin Islands laws.

Davis Polk has also advised Citigroup Global Markets Inc, Deutsche Bank Securities Inc and Morgan Stanley & Co International plc as the initial purchasers in respect of a Rule 144A/Regulation S offering by Nasdaq-listed YY Inc of US$400 million 2.25 percent convertible senior notes due 2019. The initial purchasers have an option to purchase an additional US$60 million of notes. YY is a leading Chinese communication social platform that engages users in real-time online group activities through voice, video and text on PCs and mobile devices. Partner James C Lin, with partners John M Brandow, Mark M Mendez, and Po Sit, led the transaction whilst Zhong Lun Law Firm advised as to PRC law. YY was advised by Skadden, Arps, Slate, Meagher & Flom as to US and Hong Kong laws, Fangda Partners as to PRC law, and Conyers Dill & Pearman as to Cayman Islands and British Virgin Islands laws.

Dentons has advised the sellers in respect of the sale of a 20 percent shareholding in Magic Feature Inc to HKSE-listed Forgame Holdings Ltd for US$70 million. Magic Feature and its subsidiaries are engaged in developing and publishing mobile games. One of its key games is “Tower of Saviors” which has a substantial number of users and high download rates. Forgame Holdings is a leading developer and publisher of web games in China and is further expanding into the mobile games market. Partner Gordon Ng led the transaction.

ELP has advised Indian-listed Southern Petrochemicals Industries Corporation Ltd in respect of its exit from SPEL Semiconductor Ltd in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 by way of sale to Natronix Semiconductor Technology Private Ltd, a company incorporated in Singapore. The transaction was consummated pursuant to an exemption granted by SEBI in terms of Regulation 11 of SEBI Regulations 2011, without the acquirer triggering an open offer. Yogesh Chande and Vinayak Burman led the transaction which was valued at approximately INR196 million (US$3.3m) and was completed on 25 March 2014.

Gide has advised KME Group, a leading pan-European industrial group in the copper processing industry, in respect of the establishment of a joint venture with Golden Dragon Precise Copper Tube Group Inc, a leading Chinese operator in the copper industry. As well as KME contributing its German plant in Stolberg to the JV, the new company projects the construction of a new production plant in Xinxiang, Henan, China, costing approximately US$100 million, with production expected to commence during 2014. The JV is to become the key global player in the connector segment, as it will be the only company with fully integrated manufacturing operations in China, able to supply all major markets worldwide. Partners Antoine de la Gatinais and Fan Jiannian led the transaction.

Han Kun has advised Nord Anglia Education Inc in respect of its IPO at the NYSE. Credit Suisse, Goldman Sachs and JP Morgan were lead underwriters to the offering. Nord Anglia is a leading global operator of premium private schools in China, Thailand, UAE, Switzerland and Central Europe. Partner Joyce Li led the transaction.

IndusLaw has advised Mumbai-based Waterfield Advisors Private Ltd, an advisory firm for family-owned businesses and trusts, in respect of RAAY Global Investments Private Ltd and Arihant Patni’s investments into the company. The funds raised will be deployed to strengthen the advisory firm’s family office services portfolio and expand its business. Nishit Desai and Associates also advised on the transaction which closed on March 2014.

IndusLaw has also advised Bluestone Jewellery and Lifestyle Private Ltd, Accel Partners and Saama Capital in respect of Accel and Saama’s investments in the company. Bluestone, an online jewellery store run by Bangalore-based Jewels Online Distribution India Pvt Ltd, has secured US$10 million led by Kalaari Capital while the existing investors Accel and Saama also participated. K Law also advised on the transaction which was completed on March 2014.

J Sagar Associates has advised FW Sports Investment Fund LP (FSIF), a Mauritius-based private equity fund, in respect of the acquisition of a significant minority stake in Chennai-based Technology Frontiers India Private Ltd (Techfront). FSIF’s investment is part of a second round of funding in Techfront, after Avigo PE Investments Ltd’s investment in 2010. This is the first major investment by FSIF, Asia’s first of its kind private equity fund in the sports and sports ancillary sector. Techfront, promoted by M S Muralidharan, is a leading global provider of in-stadia activation solutions for the sports, media and entertainment industries. Partners Dina Wadia and Jay Gandhi led the transaction whilst Ernst and Young India acted as the buy-side advisor. Lincoln International acted as the sell-side advisor whilst Amarchand & Mangaldas & Suresh A Shroff & Co acted for Techfront.

J Sagar Associates has also advised Indian Renewable Energy Development Agency Ltd in respect of the public issue of tax-free bonds with face value of INR1,000 (US$16.77) each in secured, redeemable, non-convertible debentures having tax benefits under section 10(15)(iv)(h) of the Income Tax Act 1961 aggregating up to INR7.21 billion (US$120.8m) in fiscal year 2014. The lead managers to the issue were Karvy Investor Services Ltd, A K Capital Services Ltd and RR Investors Capital Services Private Ltd. Partners Dina Wadia and Kaushik Mukherjee led the transaction.

Jones Day has advised Sterling Biotech Ltd in respect of a US$205 million exchange offer of convertible bonds due 2019 that completed on 24 March 2014. Partner Manoj Bhargava led the transaction whilst Luthra & Luthra, led by partner Manan Lahoty, acted as Indian counsel. Madison Pacific, as the trustee and agents, was advised by O’Melveny & Myers.

Jones Day has also advised JP Morgan India, Citigroup India and JM Financial in respect of the US$905 million block trade by the Specified Undertaking of the Unit Trust of India of equity shares of Axis Bank. The transaction was the largest block trade for an Indian company in 2014 and one of the largest block trades for an Indian company to date. Partner Manoj Bhargava led the transaction which was completed on 25 March 2014 whilst Amarchand Mangaldas & Suresh A Shroff & Co, led by partners Yash Ashar and Abhimanyu Bhattacharya, acted as Indian counsel.

Khaitan & Co has advised MasterCard International Inc in respect of the India leg of the acquisition of C-Sam Inc and its subsidiaries, including entities in India. MasterCard International Inc USA is a technology company in the global payments industry operating the world’s fastest payments processing network, connecting consumers, financial institutions, merchants, governments and businesses in more than 210 countries and territories. Partner Abhilekh Verma led the transaction.

Khaitan & Co has also advised TAQA India Power Ventures Private Ltd (TIPVPL), a wholly-owned subsidiary of Abu Dhabi National Energy Company PJSC Abu Dhabi (TAQA), in respect of the shareholders’ agreement entered into with Indo-Infra Inc (Canada), India Infrastructure Fund II (an IDFC fund) and the Karcham-Wangtoo Project SPV with regard to the 1,091 MW Karcham–Wangtoo hydroelectric power plant and the 300 MW Baspa II hydroelectric power plant. TIPVPL is the lead member of the consortium with Indo-Infra Inc (Canada), a subsidiary of Public Sector Pension Investment Board (Canada), and India Infrastructure Fund II. TIPVPL is a wholly-owned subsidiary of TAQA. TAQA, a listed company in Abu Dhabi, is active across the entire energy value chain. Partner Amitabh Sharma led the transaction.

Latham & Watkins has advised Bank of America Merrill Lynch as underwriter in respect of Wynn Macau Ltd’s follow-on offering of US$750 million aggregate principal amount of 5.25 percent senior notes due 2021. Wynn Macau had issued US$600 million aggregate principal amount of 5.25 percent senior notes due 2021 on 16 October 2013. Partners Allen Wang and Sam Weiner led the transaction. The firm also advised on Wynn Macau’s initial high yield offering in October.

Luthra & Luthra has advised Solvay SA and ICICI Securities as lead manager in respect of Solvay’s delisting offer to shareholders of Rhodia Specialty Chemicals India Ltd, a Solvay group entity listed on the BSE. Solvay is a leading international chemicals group serving diversified markets worldwide with products ranging from consumer goods to energy. Solvay had recently launched the delisting offer, inviting the public shareholders of Rhodia to tender their equity shares. Post closure of the offer period, the discovered offer price has been accepted by Solvay and the offer has been declared a success in terms of the applicable regulations. Partner Manan Lahoty led the transaction.

Luthra & Luthra has also acted as Indian counsel to the Government of India in respect of the creation and launch of a central public sector enterprise (CPSE) exchange traded fund (ETF), comprising shares of listed CPSE with a deal size of approximately INR3,000 crore (US$503m). The CPSE ETF is the first product of its kind to be introduced in the Indian market, and has been initiated by the Government of India as part of its disinvestment programme. The transaction involved creation of a new mutual fund scheme by Goldman Sachs Asset Management, sale of CPSEs shares by the Government of India, and creation of a new index (CPSE Index). Further, the transaction introduces new concepts in Indian mutual fund industry such as tap mechanism, anchor investor portion and loyalty bonus to the retail investors. Since the mutual fund regulations in India do not contemplate structuring the offerings in the aforesaid manner, many concepts for this mutual fund offering (such as the anchor investor participation, and maximum retail bidding) were borrowed for the first time from the regulations governing equity offerings, and discussed in detail with SEBI for dispensation. Partners Mohit Saraf and Manan Lahoty led the transaction whilst Perkins Coie, led by partner Indrajit Bobby Majumderm, was the international counsel.

Maples and Calder has acted as Cayman Islands counsel to Mizuho Financial Group Inc, one of Japan’s largest banking groups, in respect of an offering of US$1.5 billion 4.6 percent subordinated notes due 2024 to be issued by Mizuho Financial Group (Cayman) 3 Ltd, a wholly-owned finance subsidiary of Mizuho Financial Group. The notes, which will be listed on the SGX-ST, constitute unsecured obligations of the issuer, and are fully and unconditionally guaranteed on a subordinated basis by Mizuho Financial Group. The issuer will use the proceeds of the notes to extend a subordinated loan to Mizuho’s banking subsidiary, Mizuho Bank Ltd, for which the loan will qualify as Tier 2 capital. Mizuho Securities, BofA Merrill Lynch, Goldman, Sachs & Co and JP Morgan were the joint lead managers and joint book-runners for the offering. Partner Greg Knowles led the transaction whilst Simpson Thacher & Bartlett acted as US counsel and Nagashima Ohno & Tsunematsu acted as Japanese counsel. Linklaters advised the initial purchasers.

Quinn Emanuel Urquhart & Sullivan has represented Baidu, the most popular Internet search service in China, in respect of securing a major decision in the United States District Court for the Southern District of New York. Judge Jesse M Furman held that the First Amendment protects the rights of Baidu to choose the order and content of its search results without fear of sanction or liability. Plaintiffs claimed that Baidu violated various US civil rights laws by supposedly preventing its search engine from returning results that link to plaintiffs’ political writings. The Court protected Baidu’s — and therefore other search engines’ — rights to “exercise editorial control” over the order and content of the search results they return, and explained that there “is a strong argument to be made that the First Amendment fully immunizes search-engine results from most, if not all, kinds of civil liability and government regulation.” Partner Carey Ramos led the transaction.

Rajah & Tann has advised DBS Trustee Ltd, as trustee of Mapletree Industrial Trust (MIT), and Mapletree Industrial Trust Management Ltd, as manager of MIT, in respect of a S$250 million (US$198.4m) build-to-suit development which will include facilities for manufacturing and product development as well as an office for MIT’s client, a global technology solutions provider. This project will be MIT’s largest built-to-suit development to-date. Partner Yap Chew Fern led the transaction which was completed on 20 March 2014. Allen & Gledhill also advised on the deal.

Rajah & Tann is also acting as Singapore counsel for Pioneer Top Holdings Ltd and Liu Xingxu, the controlling shareholder of China XLX Fertiliser Ltd, in respect of the proposed conditional cash exit offer by CITIC Securities Corporate Finance (HK) Ltd and CLSA Singapore Pte Ltd, for and on behalf of Pioneer Top Holdings, to acquire all the issued ordinary shares in SGX-ST and HKSE-listed China XLX Fertiliser Ltd, other than those already owned, controlled or agreed to be acquired by Pioneer Top Holdings and parties acting in concert with it, in connection with the proposed voluntary delisting of China XLX Fertiliser from the SGX-ST, whilst retaining its listing on the HKSE. Based on the offer price of S$0.40 (US$0.32) per share, the group is valued at approximately S$470 million (US$373m). The group is mainly engaged in the production and sale of urea, compound fertiliser and methanol in the PRC. Partners Chia Kim Huat and Danny Lim are leading the transaction which is yet to be completed whilst Freshfields Bruckhaus Deringer is acting as Hong Kong counsel.

Shook Lin & Bok has acted as Singapore counsel for Amadeus IT Holding SA, a Spanish travel technology company, in respect of its acquisition of US technology group NMTI Holdings Inc and its affiliate group Newmarket International, a cloud-based technology solutions provider for the hotel market, for US$500 million. Partner Ho Ying Ming led the transaction.

Shook Lin & Bok has also acted for Malayan Banking Berhad in respect of the financing of the voluntary general offer by Hiap Hoe Ltd for shares of SuperBowl Holdings Ltd not currently owned by it, for a purchase consideration of up to S$178.4 million (US$141.6m). The deal involved the acquisition by a listed property developer of an affiliated listed property developer as part of a complex corporate restructuring exercise. Partners Liew Kai Zee and Prakash Raja Segaran led the transaction.

Sidley Austin has represented A123 Systems LLC in respect of the sale of its A123 Energy Solutions business unit from China’s Wanxiang to NEC Corporation of Japan for approximately US$100 million. A123’s existing cell manufacturing and sales, research and development, and automotive operations will remain the company’s core focus. A123 Systems, a wholly-owned subsidiary of Wanxiang Group, is a developer and manufacturer of advanced lithium-ion batteries and systems. A123 Energy Solutions has supplied some of the leading utility companies and independent power producers around the world. Partners John Box, Glenn Nash and Zhengyu Tang led the transaction.

Slaughter and May London and Hong Kong has advised PT Borneo Lumbung Energi & Metal Tbk (Borneo), the Indonesian-listed coking coal producer, in respect of the separation of Asia Resource Minerals Plc (ARMS, formerly Bumi plc) from the Bakrie Group. The separation, which completed on 25 March 2014, involved the unwinding of Borneo and the Bakrie Group’s joint venture arrangements; the acquisition by Ravenwood Acquisition Company Ltd (a company owned by Samin Tan, the majority shareholder of Borneo) of the Bakrie Group’s entire shareholding in ARMS for US$223 million; the acquisition by the Bakrie Group of a 29.2 percent shareholding in Pt Bumi Resources Tbk held by ARMS for US$501 million; and Borneo entering into a relationship agreement with ARMS. Partners Nilufer von Bismarck and Paul Dickson, supported by partners Peter Lake and William Watson, led the transaction.

Sullivan & Cromwell is representing Anheuser-Busch InBev (AB InBev) in respect of its re-acquisition of Oriental Brewery Co Ltd from KKR and Affinity for US$5.8 billion. This is the largest inbound acquisition in Korea in history, the largest private equity deal in Korea in history and the largest M&A deal in Asia in 2014 to date. Partners Michael DeSombre and Frank Aquila are leading the transaction which was announced on 20 January 2014.

Uría Menéndez has advised Shandong Luneng Taishan Football Club in respect of the first ever acquisition of a football infrastructure and facilities by a Chinese company in Latin America. The transaction documents were signed on 18 March 2014. Luneng, the city of Jinan’s (the Shandong province) football club, is one of the most successful football clubs in the history of Chinese professional football. The transaction is ground-breaking, as it is designed around a network of in rem rights, agreements and covenants to create a legally acceptable framework under Brazilian law for the Chinese football club’s exploitation of Traffic’s Football Training Center which is located in Porto Feliz, São Paulo, Brazil. It consists of five official football pitches and other facilities, including lodging, physiotherapy, a restaurant and a fitness centre. The training centre will be used by one of the national teams for practice session during the FIFA World Cup. Partner Juan Martín Perrotto led the transaction in close coordination with Dias Carneiro Arystóbulo Flores Sanches Thomaz Bastos Advogados led by partner Thiago Flores and KPMG led by partner Tony Xu.

WongPartnership has acted for United Overseas Bank Ltd (UOB Bank) in respect of the issue of US$800 million 3.75 percent fixed rate subordinated notes due 2024 and callable in 2019. The subordinated notes are issued under the S$10 billion (US$7.93b) Euro MTN Programme established by UOB Bank on 8 June 2010 and last updated on 28 February 2014. Partner Trevor Chuan led the transaction.

WongPartnership LLP is also acting for Heliconia Capital Management, a wholly-owned subsidiary of Temasek Holdings, in respect of its investment (through taking up a significant minority position) in Rigel Technology (S) Pte Ltd. Partner Mark Choy and Lim Hon Yi led the transaction.