Deals – 3 February 2012

Allen & Gledhill has also advised Sabana Shari’ah Compliant Industrial Real Estate Investment Trust in respect of the completion of the acquisition from four vendors of four industrial properties within the industrial enclaves of Joo Koon, Toh Tuck and Ubi, through sale and leaseback agreements, for approximately S$132 million (US$105.6m). Partner Chew Mei Choo led the transaction.

Appleby has acted as Cayman counsel for Vision Fame International Holding Ltd in respect of its listing on the HKSE on 18 January 2012 which raised gross proceeds of approximately HK$102.8 million (US$13.3m). Partner Judy Lee led the transaction whilst Loong & Yeung, Rodyk & Davidson and Marcelo Poon advised as to Hong Kong, Singapore and Macau laws, respectively. DS Cheung & Co advised China Everbright Capital Ltd as the sole sponsor, the joint global coordinators, joint bookrunners, joint lead managers and the underwriters as to Hong Kong law.

Appleby has also acted as Cayman counsel for Allied Cement Holdings Ltd, a company engaged in the manufacture, sale and trading of cement and clinker with operations in Shandong Province and Shanghai, in respect of its listing on the HKSE on 18 January 2012 which raised net proceeds of approximately HK$145 million (US$18.7m). Partner Judy Lee led the transaction. Hong Kong counsels were PC Woo & Co for Allied Cement Holdings Ltd and Mason Ching & Associates for the sponsor, Altus Capital Ltd, and underwriter Sun Hung Kai Investment Services Ltd.

AZB & Partners has advised Max Group in respect of a non-binding term sheet entered into by its subsidiary Max Healthcare Institute Ltd with South Africa health care provider Life Healthcare Group (Proprietary) Ltd to issue and allot to Life Healthcare shares constituting 26 percent of the post-issue equity share capital of Max Healthcare for an aggregate consideration of INR5.16 billion (US$ 103.3m). Partner Anil Kasturi led the transaction which was signed on 15 January 2012 and is yet to be completed.

AZB & Partners has also advised The Tata Power Company Ltd in respect its agreement to acquire the balance 51 percent of the equity share capital of Tata BP Solar India Ltd from its joint venture partner, BP Alternative Energy Holdings Ltd. Partner Shameek Chaudhuri led the transaction which was signed on 27 December 2011 and is yet to be completed.

Clayton Utz has advised Australia Pacific LNG Pty Ltd (APLNG) in respect of its agreements entered into on 20 January 2012 with China Petrochemical Corporation (Sinopec) for the supply by APLNG of a further 3.3 million tonnes of LNG per year to 2035 to Sinopec, and an increase in Sinopec’s equity stake in APLNG from 15 percent to 25 percent. Partner Graham Taylor led the team which advised APLNG on the issue of further equity to Sinopec.

Clifford Chance has advised a seller formed by funds advised by CVC Asia Pacific (CVC) in respect of its sale of Minit Asia Pacfic Co Ltd (Minit Asia) to a purchaser formed by the private equity fund Unison Capital I LP. Minit Asia operates 630 shoe repair and key copying shops in Japan, Singapore, Malaysia, Canada, Australia and New Zealand. Partner Andrew Whan led the transaction.

Clyde & Co has advised Noble Resources International Pte Ltd in respect of its acquisition of Delivery Network Singapore Pte Ltd (DNS). The deal sees Noble, a member of Noble Group Ltd (Asia’s largest diversified commodities trading company) purchase Singaporean metals warehousing company DNS. Partner Nigel Taylor led the transaction. Meng Yeng Wong of Alliance LLC advised the shareholders of DNS.

Colin Ng & Partners has acted for United Overseas Bank Ltd in respect of a S$63 million (US$50.5m) secured re-financing of borrowings of a local corporation. Securities held by the bank include mortgage over two industrial properties, debenture, charge over contract proceeds, corporate guarantee and assignment of major contracts of the borrower to the bank. Partner Ho Soo Lih advised on the transaction.

Colin Ng & Partners has also acted for Ascend Group Pte Ltd in respect of its sale and leaseback of the industrial premises at 39 Ubi Road 1 Singapore 408695 to HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust. The deal involved the sale of the premises for S$32 million (US$25.7m), taking into account the extension works which will add a projected minimum gross floor area of 39,708 square feet to the existing gross floor area of approximately 96,487 square feet, and leaseback based on the master lease of the premises for a term of five years on a triple net basis. Upon completion of the sale, the vendor entered into a master lease agreement to lease the premises from the purchaser. Partner Ho Soo Lih also advised on the transaction. Allen & Gledhill acted for the manager of the REIT and Shook Lin & Bok acted for the trustee of the REIT in the purchase.

Davis Polk has advised Standard Chartered Bank as the global coordinator and the joint lead managers (composed of the Singapore branches of Standard Chartered Bank, BNP Paribas, Deutsche Bank AG, and UBS AG) in respect of the S$250 million (US$200m) Regulation S offering by Shui On Development (Singapore) Pte Ltd of its 8 percent high-yield notes due 2015. The notes are guaranteed by Shui On Land Ltd and Shui On Development (Holding) Ltd. Partner William F Barron led the transaction. The issuer was advised by Freshfields Bruckhaus Deringer as to Hong Kong and US law, Walkers Global as to Cayman Islands law, Allen & Gledhill as to Singapore law and Jin Mao PRC Lawyers as to PRC law. The initial purchasers were advised by Commerce & Finance Law Office as to PRC law.

Freshfields Bruckhaus Deringer has advised BOC International, Goldman Sachs, HSBC and Morgan Stanley as the joint sponsors in respect of the spin-off and listing by way of introduction of Swire Properties Ltd on the HKSE. Swire Properties Ltd is a leading developer, owner and operator of mixed use properties in Hong Kong and the PRC. Prior to its listing, Swire Properties was a wholly-owned subsidiary of Swire Pacific Ltd, one of Hong Kong’s leading listed companies. Swire Properties’ listing was effected by a way of a distribution in specie of a portion of the share capital of Swire Properties to qualifying shareholders of Swire Pacific. Partners Grace Huang and Ken Martin led the transaction.

Gibson, Dunn & Crutcher has represented MOBY Group (MOBY), a media company headquartered in Dubai and active in Central Asia, in respect of a deal pursuant to which News Corporation will become a minority investor in MOBY. Under the terms of the agreement, News Corporation will contribute its 50 percent shareholding in Broadcast Middle East (BME), its Farsi-language TV joint venture with MOBY, for a minority shareholding in MOBY and will also provide growth capital to MOBY for its expansion plans. BME will become a wholly-owned subsidiary of MOBY following the investment. Partner Nick Tomlinson led the transaction whilst Allen & Overy, led by partner Seth Jones, acted for News Corporation.

Herbert Smith’s Shanghai office has advised Arkema, a French chemical company listed on Euronext Paris, in respect of the US$365 million acquisition of two Chinese chemical companies, which significantly strengthens its position in the polyamide and sebacic acid markets. Arkema has acquired 100 percent equity stakes in both Suzhou Hipro Polymers Co Ltd, a fast-growing producer of bio-sourced polyamide 10.10, and Casda Biomaterials Co Ltd, the world’s leading producer of sebacic acid, a key component of polyamide 10.10, in a deal worth US$365 million.

J Sagar Associates has advised Knowlarity Communications Private Ltd (Knowlarity) in respect of an investment by Sequoia Capital in Knowlarity, a Gurgaon based company that offers cloud-telephony-based solutions and has over 40,000 clients across diverse sectors that include major companies such as Pepsi and Procter & Gamble. The current round of funding will help Knowlarity scale its R&D facility in India, besides developing its sales and marketing in the international market. Partner Upendra Nath Sharma led the transaction.

J Sagar Associates has also advised Italian automotive components manufacturer Magneti Marelli SpA in respect of its establishment, through its wholly-owned subsidiary Sitemi Sospensioni SpA which engages in design, manufacturing and sale of automotive suspension modules and components, of a 50:50 joint venture with Talbros Automotive Components Ltd (TACL), a Faridabad based company with significant presence in the auto component manufacturing space. The JV is expected to be operational by middle of 2012. Partner Upendra Nath Sharma led the transaction. TACL was advised by OP Khaitan, Delhi.

Khaitan & Co has advised AZ Electronics Materials (Germany) GmbH in respect of the India leg of the transaction in relation to the transfer of PSZ coatings business, and all assets relating to such, by Clariant International Ltd to AZ Electronic Materials (Luxembourg) Sàrl under a master sale purchase agreement at a global level. Pursuant to the sale of PSZ coating business, Clariant Chemicals (India) Ltd divested its entire stake in Chemtreat Composites India Private Ltd. AZ Electronics Materials (Germany) GmbH is a leading global producer of high quality, high purity specialty chemical materials to manufacturers of integrated circuits and flat panel displays. Partner Rabindra Jhunjhunwala advised on the transaction.

Khaitan & Co has also advised Groupe SEB in respect of the acquisition of 55 percent stake in Maharaja Whiteline Industries Private Ltd. With operations in almost 150 countries, Groupe SEB is the world leader in Small Household Equipment. Groupe SEB’s portfolio consists of Tefal, Rowenta and Moulinex amongst their 23 highly renowned brands. Partner Arindam Ghosh advised on the transaction.

Majmudar & Co has represented IMS Health (IMS), a global provider of information services for the healthcare industry, in respect of its acquisition of PharmARC, a Bangalore-based company specializing in commercial analytics and services for the life sciences industry backed by Baring Private Equity. The acquisition will add significant scale to a world-class services delivery platform and will strengthen IMS’s business process outsourcing capabilities. Partner N Raja Sujith led the transaction.

Mallesons Stephen Jaques has acted for Singapore-based Ascendas Group, Asia’s leading provider of business space solutions, and Accor, a leading global hospitality group, in respect of their acquisition of parts of Mirvac’s hotel portfolio interests. The transaction is one of the largest ever hotel management acquisitions in Australasia, and signals the consolidation of Australia’s hotel industry among a select group of top operators. The transaction will give Ascendas and Accor a stake in the Mirvac Wholesale Hotel Fund, Ascendas the management rights for the Fund, and Accor the hotel management. Partner John Sullivan led the transaction.

Nishith Desai Associates has acted as Indian legal counsel to Telcordia Holdings Inc in respect of the acquisition of 100 percent of its shareholding by Delaware company Ericsson Holdings II Inc, along with its subsidiary, from Providence Equity Partners and Warburg Pincus for approximately US$1.15 billion. Telcordia provides telecommunications software and services to communications companies around the world.

Norton Rose Group has advised Sinopec Kantons Holdings Ltd in respect of the acquisition of a majority stake in Fujairah Oil Terminal FZC (FOT). FOT will principally engage in operating oil storage facilities in Fujairah Free Zone, UAE and it will develop an oil storage project with a capacity of 1,125,000 cubic metre in the Emirate of Fujairah, and more specifically located adjacent to the Port of Fujairah. Sinopec Kantons is a subsidiary of Unipec, the trading arm of the Sinopec Group. Partner Andrew Abernethy led the transaction.

Norton Rose Group is also advising The Hongkong and Shanghai Banking Corporation Ltd (HSBC) in respect of the sale of its retail banking and wealth management business in Thailand to Bank of Ayudhya Public Company Ltd (BAY). The sale, which is subject to various conditions, including the receipt of regulatory approvals and approval by the shareholders of BAY, involves gross assets with a value of approximately THB17.5 billion (US$553m) at 31 December 2011. Partners Richard Crosby, Phillip John and Somboon Kitiyansub led the transaction.

Paul Hastings has advised North America Sekisui House LLC (NASH), the wholly-owned subsidiary of Sekisui House Ltd (Japan’s largest homebuilder and a leading diversified developer) in respect of its acquisition of the largest operating portfolio of residential master-planned communities in the United States. The acquisition was made through a new joint venture between NASH and Newland Real Estate Group LLC (Newland), a national real estate development company based in San Diego, California. The purchase of the interests of the California Public Employees’ Retirement System and American Newland Communities LP marks the third and largest acquisition NASH and Newland have made together over the past 16 months. Partners Josh Isenberg and led the transaction.

Rajah & Tann is advising Beijing Capital Land Ltd in respect of its acquisition of shares in Reco Camellia Private Ltd and Reco Hibiscus Private Ltd from Recosia China Pte Ltd for the aggregate purchase consideration of RMB536 million (US$85m). These companies indirectly own residential buildings and ancillary commercial facilities of approximately 459,000 square metres in Beijing, PRC. Partner Danny Lim is leading the transaction which was announced on 19 January 2012 and is still on-going, pending fulfillment of conditions precedent, including shareholders’ approval of Beijing Capital Land Ltd.

Shearman & Sterling is representing Sany Deutschland GmbH, a subsidiary of Shanghai-listed Sany Heavy Industry Co Ltd, in respect of its acquisition of German mechanical engineering group Putzmeister. Sany, together with the Chinese private equity company CITIC PE Advisors Ltd, which will hold a minority participation of 10 percent, acquired all shares in Putzmeister Holding GmbH. Former owners of the Putzmeister Holding GmbH are Karl Schlecht Gemeinnützige Stiftung and Karl Schlecht Familienstiftung. The acquisition, one of the largest acquisitions by a Chinese investor in Germany, is subject to the approval by the competent supervisory and regulatory authorities. Partners Thomas König, Andrea Eggenstein, Martin Neuhaus and Johannes Frey led the transaction.

Simmons & Simmons has advised Hang Seng Investment Management in respect of the launch of the world’s first renminbi-denominated physical gold ETF, benchmarking the LBMA gold price, listed on the HKSE. The Hang Seng RMB Gold ETF will begin trading on 14 February 2012. It will track the performance of the London gold fixing price in US dollars, but it seeks to hedge against the renminbi exchange rate to the US dollar. Partner Rolfe Hayden led the transaction.

Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Ascendas Real Estate Investment Trust, in respect of the acquisition of Corporation Place from Corporation Place Ltd for a purchase consideration of S$99 million (US$79.4m). Partner Tan Woon Hum led the transaction.

Slaughter and May, Hong Kong, has advised China Power New Energy Development Company Ltd (CPNE) in respect of its issue of RMB 800 million (US$125.5m) RMB-denominated guaranteed bonds to the trustees of China Life Insurance (Overseas) Company Ltd (China Life Overseas). The bonds are due in 2017 and are guaranteed by subsidiaries of CPNE, which is principally engaged in the development of clean energy in the PRC. China Life Overseas is one of the first and largest state-owned life insurance corporations to operate in Hong Kong and Macau and is a subsidiary of China Life Insurance (Group) Company, one of the largest commercial insurance groups in China. Partner Benita Yu led the transaction.

Slaughter and May, Hong Kong, is also advising Merrill Lynch (Asia Pacific) Ltd, the financial adviser to Little Sheep, in respect of the proposed privatisation of Little Sheep by Wandle Investments Ltd, an indirect wholly-owned subsidiary of Yum!, under a scheme of arrangement. Little Sheep, a Cayman Islands-incorporated company listed on the HKSE, is principally engaged in the operation of a full service restaurant chain, the provision of catering services and the sale of related food products. The NYSE-listed Yum! is the world’s largest restaurant company, with outlets including KFC, Pizza Hut, Taco Bell, Long John Silver’s and A&W in more than 110 countries, including the PRC. The proposed takeover was approved by MOFCOM under the Anti Monopoly Law of the PRC on 7 November 2011. Little Sheep is expected to be de-listed from the Hong Kong Stock Exchange after completion of the takeover on 2 February 2012. Partner Benita Yu also led the transaction.

Stamford Law is advising SGX-listed United Fiber System (UFS) inrespect of a S$1.5 billion (US$1.2b) reverse takeover transaction by which UFS will acquire 67 percent of IDX-listed coal mining Golden Energy Mines (GEMS) from IDX-listed energy and infrastructure company Dian Swastatika Sentosa (DSS). The proposed acquisition, if it proceeds, will be one of the largest reverse takeovers in Singapore’s corporate history. With thermal coal resources in excess of 1.93 billion tons and thermal coal reserves of approximately 850 million tons, GEMS is the fifth largest Indonesian coal company by reserves and is currently listed on the Jakarta stock exchange with a market capitalisation of US$1.7 billion. UFS and DSS have signed heads of agreement for the proposed acquisition and target to sign definitive documents before the end of the first quarter of this year. Yap Lian Seng and Elizabeth Kong are leading the transaction.

Stamford Law is also advising private equity group Lucrum Capital in respect of its proposed S$200 million (US$160.4m) investment in SGX-listed TT International’s iconic mega warehouse retail project in Jurong East. TT International is the only local company to have received a licence to build a rare complex under the “warehouse retail scheme” by the Singapore authorities, and has been attracting a number of potential partners for the project, including Boustead and Sembawang Equity Capital. Adding to the complexity of the project is the fact that TT International is concurrently undergoing one of the most controversial restructurings in Singapore after it ran out of funds following the 2008 financial crisis. Creditors, including OCBC Bank, had initially appealed against Singapore High Court’s approval of a debt restructuring scheme proposed by TT International, which was consequently sent back for a re-vote based on Singapore Court of Appeal’s guidelines on voting entitlement. The scheme passed on second re-vote and its success depends on TT International’s ability to exploit its revenue income. Lucrum and TT International have signed heads of agreement for the Big Box Project and target to sign the definitive documents in the first quarter of this year. Susan Kong, Tan Chuan Thye and Elizabeth Kong are leading the transaction.

WongPartnership has acted for the mandated lead arrangers (composed of Bank of America, National Association, CIMB Bank Berhad, Credit Suisse AG Singapore Branch, DBS Bank Ltd Labuan Branch, Deutsche Bank AG Singapore Branch and Goldman Sachs Lending Partners LLC ) in respect of the dual-currency S$470 million (US$376.3m) and RM450 million (US$148m) financing to Integrated Healthcare Turkey Yatirimlari Ltd and Integrated Healthcare Capital Sdn Bhd, for the purposes of, inter alia, acquiring a 60 percent stake in Turkish hospital chain Acibadem Saglik Yatirimlari Holding AS and affiliated companies. Partner Christy Lim acted on the matter.

WongPartnership has also acted for DBS Bank Ltd and Standard Chartered Bank as joint arrangers and dealers in respect of Perennial China Retail Trust’s establishment of a S$500 million (US$400m) multicurrency medium-term note programme. Partners Hui Choon Yuen, Goh Gin Nee and Trevor Chuan acted on the matter.