Deals – March 11, 2015

AZB & Partners has also advised DB Power Ltd in respect of an agreement under which India Infrastructure Fund II will acquire an approximately 15 percent stake in DB Power. The first tranche of the investment was completed on 21 January 2015. Partner Anil Kasturi led the transaction which was valued at approximately US$81 million.

Baker & McKenzie is advising NYSE-listed Nord Anglia Education (NAE) in respect of its agreement with the British International Schools Group Vietnam (BIS Vietnam) to join NAE’s network of schools. BIS Vietnam comprises four premium schools, including The British International School, the flagship school founded in Ho Chi Minh City in 2000. The three other schools are the British Vietnamese International School (Ho Chi Minh City), the British International School (Hanoi) and the British Vietnamese International School (Hanoi), which were founded in 2011, 2012 and 2013, respectively. NAE is the world’s leading premium schools organization. The addition of BIS Vietnam will expand NAE’s global network to a total of 35 international schools providing education to over 23,600 students across 14 countries. Hong Kong corporate partner Tracy Wut is leading the transaction.

Baker & McKenzie is also advising Sun Pharmaceutical Industries Ltd (Sun Pharma) in respect of its acquisition of GlaxoSmithKline (GSK)’s opiates business in Australia. Sun Pharma and GSK announced on 3 March 2015 that their respective wholly-owned subsidiaries have reached an agreement under which the current GSK opiates business, including related manufacturing sites in Latrobe (Tasmania) and Port Fairy (Victoria) and its portfolio of opiates products along with inventory, will transfer to a subsidiary of Sun Pharma. The product portfolio consists of poppy-derived opiate raw materials that are primarily used in the manufacture of analgesics for the treatment of moderate to severe pain. Partner Ashley Poke is leading the transaction which is expected to close by August 2015, subject to customary closing conditions and requisite regulatory and other approvals.

Clayton Utz has acted for ASX-listed GWA Group Ltd in respect of two strategic divestments of non-core assets, representing a total transaction value of A$95.2 million (US$72.8m). The divestments were of GWA Group’s Brivis climate systems and Dux hot water businesses to Japanese-owned Rinnai Australia Pty Ltd and Noritz Australia Pty Ltd, respectively. The Brivis transaction completed in February whilst the Dux transaction completed in December 2014. Corporate partner Andrew Hay led both transactions. Other team members who provided specialist input were partners Michael Corrigan (Competition), Claire Smith (Environment & Planning), Mark Sammut (Insurance and Risk) and Ian Bloemendal (Commercial Litigation).

Clayton Utz is also acting for Warrnambool Cheese and Butter Factory in respect of its agreement to buy the everyday cheese business of Lion Dairy and Drinks (LDD) for A$137.5 million (US$105.2m). LDD, a subsidiary of Japan’s Kirin, owns 10.22 percent of Warrnambool Cheese & Butter (WCB) and has been using its stake as a bargaining tool in negotiations with Canadian dairy group Saputo. Montreal-based Saputo took ownership of 87.92 percent of WCB’s shares last year after a long takeover battle with Australian dairy players Murray Goulburn and Bega Cheese. LDD’s everyday cheese business has annual sales of around A$160 million (US$122.4m). It owns the Coon, Cracker Barrel, Mil Lel and Fred Walker brands. The business cuts and wraps cheese under those brands from its site at Allansford, Victoria, which is adjacent to WCB’s cheese manufacturing facility. WCB is the major supplier of cheese to the LDD business. WCB will use the transaction to increase its presence in consumer branded cheese products in Australia. The Victorian-based dairy group requires approval from its shareholders because, under the ASX-listing rules, LDD, as a WCB shareholder, is a related party. This will not be a problem, given Saputo will vote its WCB shares in favour of the deal. A shareholder meeting will be convened in April or May to consider the transaction. The acquisition price is on a debt-free and cash-free basis and is subject to final adjustments, including inventory at closing. Partner is Karen Evans-Cullen is leading the transaction which is expected to be completed in May. Lion Dairy and Drinks is advised by Greenhill and King & Wood Mallesons.

Deacons is acting for the sole sponsor BNP Paribas Securities (Asia) Ltd and the underwriters in respect of the global offering and Main Board listing of Suchuang Gas Corp Ltd in Hong Kong. Suchuang Gas is the dominant piped natural gas operator in Taicang in Jiangsu Province, China. The company is expected to list on the HKSE on 11 March 2015 and raise up to HK$584 million (US$75.3m), subject to the over-allotment option. Ronny Chow, head of the corporate finance practice group, and partner Ronnie Bow are leading the transaction. Suchuang Gas is advised by Joseph PC Lee & Associates as to Hong Kong law, Grandall Law Firm (Shanghai) as to PRC law and Appleby as to Cayman Islands law. Jingtian & Gongcheng is advising the sponsor as to PRC law.

Deacons is also acting for KVB Kunlun Financial Group Ltd in respect of the unconditional mandatory cash offers by CITIC Securities Company Ltd to acquire all the issued shares of KVB Kunlun Financial Group, other than those already owned or agreed to be acquired by CITIC Securities or its concert parties, and to cancel all outstanding options of KVB Kunlun Financial Group. Partner Sabrina Fung is leading the transaction which was announced on 26 February 2015 and is valued at approximately HK$350 million (US$45m).

Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd (IIFC), wholly-owned by the Government of India, in respect of the approximately INR1.8 billion (US$28.7m) financial assistance under its takeout finance scheme to ReNew Wind Energy (Jath) Private Ltd for its 84.65 MW wind power project in Jath, Sangli District, Maharashtra. Under the scheme, IIFC has agreed to takeout part of the exposure of the consortium members to the above project and become part of the existing consortium comprising of Yes Bank Ltd, Central Bank of India and Vijaya Bank. Associate partner Girish Rawat led the transaction.

Finsec Law Advisors has acted for the manager to the open offer in respect of the recent acquisition of a 23 percent stake in Suzlon Energy Ltd by billionaire Dilip Sanghvi and his associates. The deal is valued at approximately INR18 billion (US$286.8m), with an additional open offer size of approximately INR28 billion (US$446.2m) for a total of INR46 billion (US$732.9m), making it one of the largest acquisitions in recent years.

Khaitan & Co has advised BTB Marketing Private Ltd, the company which houses the Beer Café chain of resto-bars, in respect of its approximately US$4.8 million Series B funding from Mayfield FVCI Ltd and GHIOF Mauritius. BTB Marketing runs India’s largest chain of beer cafes. The Beer Café is poised to become most profitable alco-beverage service brand in India. Bestowed with prestigious awards such as the Images Coca Cola Golden spoon award, India Restaurant Congress award, Times Nightlife award and ET Now business & service excellence award, the consumer and industry has recognized this concept as a blockbuster. Associate partner Ashish Razdan led the transaction.

Khaitan & Co has also advised Nippon Life Insurance Company (NLI) in respect of its acquisition of an additional 9 percent stake in Reliance Capital Asset Management Ltd (RCAM) from Reliance Capital Ltd for approximately US$108 million in the first tranche to increase its aggregate holding in RCAM to 35 percent with an option for NLI to purchase an additional 14 percent in one or more tranches to increase its aggregate shareholding to 49 percent. Partner Avaantika Kakkar and associate partner Niren Patel led the transaction.

Kirkland & Ellis has represented Garena, the largest internet and mobile platform company in Southeast Asia, in respect of its latest round of funding via a private placement of shares. The funding round was led by The Ontario Teachers’ Pension Plan and included several existing shareholders. Since the 2010 launch of its first product Garena+, an online game and social platform, Garena has seen unprecedented growth, quickly becoming the leading platform provider for digital entertainment, communication tools and digital payments across Southeast Asia, Taiwan and Hong Kong. Hong Kong corporate partners David Zhang and Amie Tang led the transaction which was announced on 2 March 2015.

Maples and Calder has acted as British Virgin Islands counsel to CSSC Capital 2015 Ltd in respect of its issue of €500 million (US$537.3m) 1.7 percent credit enhanced bonds due 2018. The bonds will be listed on the HKSE and the Global Exchange Market of the Irish Stock Exchange. CSSC Capital is an indirect wholly-owned subsidiary of China State Shipbuilding Corp (CSSC), a large Chinese state-owned enterprise with a leading shipbuilding business, strong ship repair business and rapidly growing offshore engineering business. The joint lead managers were Agricultural Bank of China Ltd Hong Kong Branch, Australia and New Zealand Banking Group Ltd, Bank of China Ltd, Bank of Communications Co Ltd Hong Kong Branch, Barclays Bank PLC, CCB International Capital Ltd, Industrial and Commercial Bank of China (Asia) Ltd, ICBC International Securities Ltd and Société Générale. Partner Jenny Nip led the transaction whilst Sidley Austin acted as English counsel. The joint lead managers and the trustee were represented by Linklaters.

Maples and Calder has also acted as British Virgin Islands counsel to Asia Pacific Ports Development Company Ltd (APPDC) in respect of its issue of CNY800 million (US$127.8m) 4.5 percent credit enhanced bonds due 2018. The bonds will be listed on the HKSE. APPDC is an indirect wholly-owned subsidiary of Dalian Port (PDA) Company Ltd, the biggest comprehensive port operator in North-eastern China whose parent company, Dalian Port Corp Ltd, is a state-owned enterprise under the direct supervision of the State-owned Assets Supervision and Administration Commission of Dalian. The managers were ABCI Capital Ltd, Agricultural Bank of China Ltd Hong Kong Branch, CCB International Capital Ltd, China Minsheng Banking Corp Ltd Hong Kong Branch, China Merchants Securities (HK) Co Ltd, Huatai Financial Holdings (Hong Kong) Ltd, Industrial and Commercial Bank of China Ltd Singapore Branch and Wing Lung Bank Ltd. Partner Jenny Nip also led the transaction whilst Morrison & Foerster acted as Hong Kong counsel. The joint lead managers and the trustee were also represented by Linklaters.

Norton Rose Fulbright has advised HSBC Middle East Ltd, Mashreqbank PSC and Arab Banking Corp (BSC) as joint initial mandated lead arrangers in respect of the US$340 million term and revolving facilities provided by a syndicate of eight banks to Bahrain Steel BSC (c) EC, a member of the Foulath group. Bahrain Steel operates two pelletising plants in Hidd, Bahrain, providing the basic feed for the regional and international steel manufacturers. The deal closed oversubscribed. In addition to the joint mandated lead arrangers, the lending syndicate comprised Al Khalij Commercial Bank, BNP Paribas, Doha Bank, Qatar National Bank and the State Bank of India. Bahrain Steel will utilise the proceeds of the facilities to refinance its existing facilities, fund its expansion plans and towards general corporate purposes. Dubai partner Matthew Escritt led the transaction. Hassan Radhi and Associates advised the lenders as to Bahrain law. Bahrain Steel was advised by Sherman & Sterling and Haya Rashed al Khalifa.

Norton Rose Fulbright has also advised New Zealand-based Martin Aircraft Company Ltd in respect of its IPO and listing on the ASX. Martin Aircraft is the manufacturer of the Martin Jetpack, the world’s first practical jetpack able to be flown by a pilot or via remote control. The IPO raised A$27 million (US$20.65m) and was oversubscribed, following a cornerstone investment from KuangChi Science Ltd, an HKSE-listed technology company that focuses on near space services, and further investment from existing shareholders and the general public. On listing, Martin Aircraft had a market capitalisation of approximately A$100 million (US$76.5m). The funds raised from the IPO will be used to finalise the commercialisation of the Martin Jetpack with first deliveries set to be in the second half of 2016. Those deliveries will be primarily used by the first responder community, such as the police, fire service, defence and natural disaster recovery and emergency response organisations. The firm advised on all Australian matters related to the IPO and listing. This included the cornerstone investment by KuangChi Science, which involved not only a share subscription under the IPO but also an acquisition of shares from existing shareholders, a future convertible note subscription and the establishment of a Hong Kong joint venture with a put option, for a total long-term investment worth more than A$50 million (US$38.3m). Sydney partner Iain Laughland led the transaction whilst Bell Gully acted as New Zealand counsel.

Rajah & Tann has advised Ching Chiat Kwong as transferor in respect of the transfer of 84 ordinary shares of Flame Gold International Ltd (Flame Gold) to Foo Sey Liang for approximately S$16 million (US$11.5m). Following the completion of the transfer, Foo Sey Liang has become the sole shareholder of Flame Gold, an investment holding company which holds approximately 22.14 percent of the shares in the capital of SGX-ST Mainboard-listed HG Metal Manufacturing Ltd. HG Metal Manufacturing is a premier steel stocklist and manufacturer located predominantly in Singapore, Brunei, Malaysia and Indonesia and offers customised steel solutions for diversified industries, including energy, transportation, marine, electronics and other industries. Partners Danny Lim and Chia Lee Fong led the transaction which was completed on 17 February 2015.

Rajah & Tann has also advised Energian Pte Ltd, a wholly-owned subsidiary of Falcon Energy Group Ltd (FEG), in respect of its voluntary conditional cash offer for the issued and paid-up ordinary shares in the capital of CH Offshore Ltd (CHO) other than those already owned, controlled or agreed to be acquired by the Energian. The offer for CHO was first announced as a voluntary conditional cash offer on 11 December 2014 with an offer price of S$0.495 (US$0.357) for each CHO share but was revised on 9 February 2015 to S$0.550 (US$0.396) for each CHO share, valuing CHO at approximately S$387.8 million (US$279.4m). In connection with the price revision, Energian had obtained irrevocable undertakings on 9 February 2015 from Chuan Hup Holdings Ltd and Peh Kwee Chim to, inter alia, accept the offer in respect of approximately 31.52 percent of CHO shares held by them. Energian’s offer was declared unconditional in all respects on 11 February 2015. Under SGX listing rules, FEG’s acquisition of CHO shares under the offer required prior approval of its shareholders. However, FEG had obtained SGX’s waiver from such requirement and would be seeking its shareholders’ approval by way of ratification within three months from the close of the offer. CHO is an offshore support service provider in the oil and gas industry whilst FEG is one of the leading regional players in the offshore marine and oil and gas sectors. Partners Lawrence Tan and Soh Chai Lih led the transaction which was completed on 27 February 2015.

Sullivan & Cromwell has represented Sanpower Group (China) in respect of its affiliate Jiangsu Hongtu High Technology Co Ltd’s (China) sale and purchase agreement with the controlling shareholders of IDT International Ltd (Hong Kong) to acquire 45 percent shareholding interest in IDT for approximately HK$250 million (US$32.2m). Hong Kong partner Kay Ian Ng and Beijing partner Gwen Wong led the transaction which was announced on 18 February 2015.

White & Case has advised leading Chinese residential property developer Greentown China Holdings Ltd in respect of the US$200 million tap issuance of its 8 percent senior notes due 2019. The additional notes were purchased by Credit Suisse, with China Orient Asset Management gaining exposure to the additional notes through financial derivatives. The issuance was Greentown’s sixth successful high yield financing in international debt capital markets. The firm has advised the company on all high yield financings since Greentown’s debut issue in 2013. Beijing partner David Li and Singapore partner Kaya Proudian, supported by Hong Kong partners Julian Chung and Baldwin Cheng, led the transaction.

WongPartnership has acted for the lenders, comprised of the Hongkong and Shanghai Banking Corp Ltd (HSBC Bank) Singapore Branch, DBS Bank Ltd, ING Bank NV Singapore Branch, Standard Chartered Bank, BNP Paribas (acting through its Singapore Branch), The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore Branch, The Royal Bank of Scotland plc Singapore Branch, Oversea-Chinese Banking Corp Ltd (OCBC Bank) and United Overseas Bank Ltd (UOB Bank) as lenders in respect of the US$750 million syndicated asset financing arranged by (a) HSBC Bank, DBS Bank Ltd, ING Bank NV Singapore Branch, Standard Chartered Bank, as mandated lead arrangers, and (b) OCBC Bank as arranger, and granted to Micron Semiconductor Asia Pte Ltd, a subsidiary of Micron Technology Inc. Partners Christy Lim and Felix Lee led the transaction.

WongPartnership is also acting for Expedia Inc in respect of the acquisition of a further 25 percent stake in AAE Travel Pte Ltd from AirAsia Bhd for RM306.1 million (US$82.54m). Partners Ong Sin Wei, Ameera Ashraf and Jeffrey Lim are leading the transaction.