Deals – 8 July 2010

Allen & Gledhill has also advised DBS Bank Ltd (DBS) and United Overseas Bank Limited, as the arrangers and dealers, DBS as the issuing and paying agent and agent bank, and DBS Trustee Limited as the trustee, in relation to the establishment of a S$1 billion multicurrency medium term note programme under which UOL Group Limited, as the issuer, may issue notes from time to time. Partner Au Huey Ling led the firm’s advisory team.

Allens Arthur Robinson has advised NYSE-listed CIT Group Inc (CIT), a leading provider of financing to small businesses and middle market companies, in respect of the sale of CIT Group (Australia) Limited and CIT Group (New Zealand) Limited (together, CIT ANZ) to Bank of Queensland Limited (BoQ). The agreement was signed on 27 April 2010 and completed on 30 June 2010. As part of the transaction, CIT ANZ repaid its outstanding fixed and floating rate notes. The CIT ANZ vendor equipment finance business that BoQ has acquired operates in the IT and office market, as well as the motorcycle and power equipment market. The firm’s advisory team was led by partners Jeremy Low, David Clifford and Andrew Wiseman.

Amarchand & Mangaldas & Suresh A. Shroff & Co. has represented Warburg Pincus in connection with its investment in Metropolis Healthcare Limited (MHL), a company which provides pathological laboratory services, manages hospital laboratories and conducts clinical trials. The investment was structured as a purchase of India Advantage Fund-I (ICICI Ventures)’s entire stake in MHL, as well as a primary subscription to equity shares of MHL on a preferential allotment basis. Valued at US$85 million, the deal is reportedly one of the largest private equity investments in the Indian healthcare sector. The firm’s team was led by managing partner Cyril Shroff and partner Ravindra Bandhakavi, whilst Desai & Deewanji acted for Metropolis Labs.

AZB & Partners is advising Sumitomo Mitsui Banking Corporation (SMBC) in respect of its acquisition of approximately 4.5 percent of Kotak Mahindra Bank Limited (Kotak Mahindra) through a fresh issue of 16.4 million shares, valued at approximately INR13.7 billion (US$296m) on a preferential allotment basis. The deal, which was signed on 29 June 2010, is subject to the approval of Kotak Mahindra shareholders and other requisite and regulatory approvals. Partner Darshika Kothari leads the transaction.

AZB & Partners is also advising International Finance Corporation (IFC) in respect of its equity investment of approximately US$25 million in Bhilwara Energy Limited (Bhilwara), through subscription of equity shares amounting to 5.2 percent of Bhilwara’s share capital on a fully diluted basis. Bhilwara, a public company incorporated under the laws of India, is engaged in the development and acquisition of new green field power projects. The share subscription agreement was signed on 4 June 2010 whilst the shareholders agreement was proposed to be signed on 6 July 2010. Partner Gautam Saha led the transaction.

Furthermore, AZB & Partners has advised Delta Magnets Limited (Delta) in respect of its acquisition of 100 percent of the share capital of MMG Magdev Limited UK, and Delta’s simultaneous acquisition of 100 percent of the share capital of MMG India Private Limited India, both through purchases of shares. The acquisitions will help Delta, formerly known as GP Electronics Limited, to increase its market presence for magnets in the domestic and global markets. Partner Kalpana Merchant led the transaction. Khaitan & Co represented the seller on the Indian leg of the transaction.

Finally, AZB & Partners has advised Ind-Barath Power Infra Limited in respect of its proposal to undertake an IPO coupled with an offer for sale by existing investors. JM Financial Consultants Private Limited, Motilal Oswal Investment Advisors Private Limited, DSP Merrill Lynch Limited, IDFC Capital Limited and Avendus Capital Private Limited are acting as lead managers for the issue. The fresh issue of equity shares is valued at approximately US$253 million and includes an offer for sale of up to 8.8 million equity shares at a price to be determined by the SEBI prescribed book building process. The deal was filed before SEBI on 21 June 2010 and is yet to be completed. Partner Srinath Dasari led the transaction.

Baker & McKenzie has advised shareholders on the sale of Media Monitors – a leading media intelligence agency in the Asia Pacific which provides internet and press monitoring and other media evaluation and analysis services – to Quadrant Private Equity. The transaction, announced on 1 July 2010, involved Quadrant Private Equity acquiring 100 percent of Media Monitors’ share capital. Sydney-based partners Mark McNamara and Brendan Wykes led the transaction.

Gilbert + Tobin has advised Westpac Banking Corporation as the lead manager of the Sydney Airport Finance Company (SAFC) buy back and re-issue of bonds – the first buy back of credit wrapped bonds and the re-issue of secured bonds in Australia. SAFC issued A$175 million (approx US$148.2m) fixed rate, senior secured, medium term bonds to be used to repay existing credit wrapped bonds and bank debt. Banking and Finance partner Duncan McGrath led the transaction, assisted by senior lawyer Benjamin Downie.

J. Sagar Associates has assisted McCormick and Company Inc (McCormick), the US-based global leader in spices, herbs and flavourings, in connection with the acquisition through its Singapore subsidiary of a 26 percent stake in the Kochi-based curry ingredient maker Eastern Condiments Private Limited (ECPL). McCormick successful US$35 million bid beat tough competition from Norwegian conglomerate Orkla (which acquired MTR foods in 2007). The partnership provides McCormick with the opportunity to bring into India the latest technology in spice supply chain management, manufacturing and innovative new product platforms, whilst helping ECPL participate in the growth of the authentic Indian cuisine food segment in the US and other markets. Partner Akshay Chudasama led the JSA team, whilst Bangalore-based MD&T Partners represented ECPL and the promoter family. Economic Laws Practice represented New Vernon Private Equity Limited, which had held a 13 percent stake in ECPL.

Mallesons Stephen Jaques is acting for CSIRO in respect of its partnering with China United Coalbed Methane Corporation Limited (CUCBM) on a A$10 million (approx US$8.7m) joint demonstration project that will store 2000 tonnes of carbon dioxide (CO2) underground in the Shanxi Province and extract methane for use as an energy source. The firm’s advisory team is being led by partners Scott Bouvier (Sydney) and Nicolas Groffman (Beijing), who are working closely with Robyn Tait from CSIRO’s legal team.

Maples and Calder has acted as Cayman counsel to China Liansu Group Holdings Limited (China Liansu) – a manufacturer of plastic pipes and pipe fittings in China – in respect of its listing on the main board of the Hong Kong Stock Exchange on 23 June 2010. The proceeds from the global offering, which amounted to HK$2,166.9 million (US$277.8m), will be used for upgrading production facilities, repayment of bank loans and business expansion in China. The firm’s advisory team was led by Hong Kong joint managing partner Christine Chang, whilst China Liansu also received advice from Fried, Frank, Harris, Shriver & Jacobson (as Hong Kong and US counsel) and Jun He Law Offices (as PRC counsel). Skadden, Arps, Slate, Meagher & Flom acted as US and Hong Kong counsel to JP Morgan Securities (Asia Pacific) Limited and UBS AG, Hong Kong Branch as the joint global coordinators of the transaction, the firm’s team including partners Dominic Tsun and Edward Lam and counsel Li Chien Wong.

Minter Ellison has advised Wilmar International Limited – one of the largest listed companies in Singapore and Asia’s leading agribusiness group – on its acquisition of CSR Limited’s sugar and renewable energy business, Sucrogen, for an enterprise value of A$1.75 billion (approx US$1.47b). Minter Ellison corporate partner Leigh Brown led the firm’s advisory team, with partners Peter Capodistrias and Kristy Edser providing tax and employment advice respectively. Freehills acted for CSR Limited, led by corporate partner Andrew Pike.

Nishith Desai Associates has acted as legal and tax counsel to Bessemer Venture Partners (BVP) in respect of its recent investment of US$2 million in Applied Solar Technologies Private Limited (AST), along with the International Finance Corporation and another private equity investor. The investment was part of a Series B funding of AST, with BVP having invested in the initial round of funding in 2009. AST is in the business of manufacturing solar systems, erection and project management of such systems and providing electrical energy and solutions to industrial and other sectors.

Nishith Desai Associates has also acted as domestic legal advisor to Dewan Housing Finance Corporation Limited, a housing finance company which has been active in the housing finance sector in India since 1984, in respect of its issuance of equity shares to certain qualified institutional buyers through the qualified institutions placement route. The issue raised approximately INR3.75 billion (US$80.5m). Motilal Oswal Investment Advisors Private Limited and JM Financial Consultants Private Limited acted as bookrunning lead managers to the issue.

Rajah & Tann has advised SGX-ST Main Board-listed China Animal Healthcare Ltd (CAH) – one of the leading players in the PRC animal drugs industry – on its proposed dual primary listing on the Main Board of the Stock Exchange of Hong Kong Limited (HKSE). CAH and its advisers are in the substantive stages of preparation of its application documents to the HKSE and other regulatory authorities for the dual primary listing. Partners Chia Kim Huat and Danny Lim from the firm’s Corporate & Capital Markets Practice led the firm’s advisory team.

Rajah & Tann has also acted as Singapore counsel to China Gaoxian Fibre Fabric Holdings Ltd, a SGX-ST Main Board-listed company principally engaged in the manufacture and sale of premium differentiated fine polyester yarn and warp knit fabric, in respect of its proposed dual listing of depository receipts or shares on the Kospi Market of the Korea Exchange. Daewoo Securities Corp has been appointed underwriter to the dual listing, which was announced on 25 June 2010. Partners Chia Kim Huat and Danny Lim advised on the transaction, whilst Kim & Chang and Tian Yuan Law Firm acted as Korean and PRC Counsel respectively.

Seoul Korean firm Sechang & Co has represented Puratos NV, a leader in the global food sector, in respect of its acquisition of 100 percent of the issued and outstanding shares of Union Trading Co Ltd, a leading distributor of ingredients to the food industry in Korea. The transaction was subject to regulatory approvals and the successful completion of managerial and operational restructuring. The firm’s advisory team was composed of partners Thomas Y.J. Kim and Haeyeon Song and junior partner Jintae Joo.

Slaughter and May has advised Standard Chartered Bank (SCB) in respect of its investment in the proposed IPO of Agricultural Bank of China (ABC), one of the leading banks in the PRC. SCB has agreed to invest US$500 million in the H shares of ABC, out of estimated proceeds of over US$20 billion from the IPO. ABC is due to be listed in Hong Kong and Shanghai in mid-July. The advisory team from the firm’s Hong Kong and London offices was led by partners Laurence Rudge and Nilufer von Bismarck.

Stamford Law Corporation is advising RHC Healthcare Private Limited (RHC) and Fortis Healthcare Limited (Fortis) in respect of RHC’s voluntary general offer to acquire all the issued and paid-up ordinary shares in the capital of Parkway Holdings Limited (Parkway) not already owned by RHC and its concert parties, at S$3.80 (approx US$2.75) in cash for each share. RHC is jointly owned by RHC Holding Private Limited and Fortis, and this general offer is the much anticipated response to the surprise voluntary conditional cash partial offer of $1.183 billion by Khazanah Nasional Berhad to acquire 313 million ordinary shares in Parkway. Should the Fortis/Parkway combination proceed, the entity will own 54 hospitals and 37 patient assistance centres and allow its presence to be extended to other countries in the pan-Asia region. Directors Lee Suet Fern, Yap Lian Seng and Lean Min-Tze are leading the firm’s advisory team.

Weil, Gotshal & Manges has represented global private equity firm Providence Equity Partners in its acquisition of Study Group, a leading global private education provider headquartered in Australia which operates businesses that help prepare students for university study in Australia, the UK and US. The transaction, valued at A$660 million (approx US$556.6m), marks one of the largest buyouts in the Asia Pacific region this year and is viewed as a positive sign for the Australian leveraged finance market. The firm’s advisory team was led by Hong Kong partner Peter Feist and included partners Jared Rusman, Kevin Sullivan, Jacky Kelly, Andrew Yoon, Ian Hamilton and Andrew Gaines. Australian firm Blake Dawson acted as local counsel to Providence, whilst Allens Arthur Robinson acted for the financiers on the deal, with the financing package arranged and underwritten by Credit Agricole, Goldman Sachs JBWere, National Australia Bank and Westpac in their capacity as mandated lead arrangers, underwriters and bookrunners. Partners Richard Gordon and Tom Highnam led the firm’s advisory team.

WongPartnership acted as Singapore counsel for Carlyle Group in respect of its strategic investment in China Fishery Group Limited via a private placement of new shares and warrants for a total consideration of up to US$190 million. Managing partner Dilhan Pillay Sandrasegara and partner Linda Wee acted on the matter.

WongPartnership has also acted for JP Morgan (SEA) Limited, as the financial adviser and issue manager, in the listing of Treasury China Trust (TCT) on the Main Board of the Singapore Exchange. TCT is the first business trust established and listed in Singapore with a focus on commercial real estate in China, and the transaction represents the first listing of a business trust on the Singapore Exchange by way of an introduction. Deputy managing partner Rachel Eng and partner Colin Ong acted on the matter.

Furthermore, WongPartnership has acted as Singapore counsel to US-based Elevance Renewable Sciences Inc (funded by TPG Growth) in respect of a joint venture agreement with Wilmar International Limited, one of the largest global agribusiness groups, to construct a world scale biorefinery in Surabaya, Indonesia. Partner Low Kah Keong acted on the matter.

WongPartnership acted for Goodpack Limited in the establishment of its S$300 million (US$215 million) multicurrency medium term note programme. Oversea-Chinese Banking Corporation Limited (OCBC) and Standard Chartered Bank are the arrangers and dealers of the programme. Partner Goh Gin Nee acted on the matter.

WongPartnership acted for SingBridge International Singapore Pte. Ltd. (“SingBridge”), a wholly owned subsidiary of Temasek Holdings, in the setting up of a 50:50 joint venture with Guangzhou Knowledge City Investment and Development Co., Ltd., a company owned by the Guangzhou Economic and Technological Development District Administrative Committee, through its subsidiary company Knowledge City Pte. Ltd. The total capital contribution expected from SingBridge is approximately RMB 2 billion (approximately S$412 million). Partners Joseph He and Miao Miao acted on the matter.