Deal Watch - 4/28/2011

Posted on April 28, 2011 at 3:04 PM


Weil, Gotshal & Manges has represented global private equity firm Providence Equity Partners in respect of their investment of approximately US$58 million in a mix of primary and secondary investment in UFO Moviez India Ltd, the world's largest satellite based Digital Cinema Service and the only company in the world delivering MPEG-4 High Definition content for digital cinema via satellite. Partners Peter Feist, Akiko Mikumo and Jared Rusman led the transaction.

Mori Hamada & Matsumoto (MHM), Clifford Chance (representing Japan Bank of International Cooperation and other major Japanese banks) and local player Okuno (representing Development Bank of Japan) have all played lead roles in the financing deal connected to the restructuring of Japan Airlines (JAL) - the largest Japanese insolvency case (US$27.8bn) of a non-financial sector company. Experts believed that the successful completion of this high-profile insolvency case provides a new roadmap for an insolvent debtor in Japan to expeditiously recover from financial difficulties . The deal involved JAL raising US$4.24bn in equity capital through the Enterprise Turnaround Initiative Corporation of Japan (ETIC) and additional equity capital from eight investors in the amount of 13 billion JPY in March 15, 2011. It also refinanced US$3.09bn of debt. The MHM team was led by partners Gaku Ishiwata, Akira Marumo and Hiroko Aoyama who highlighted the interesting and complex characteristics of the deal. These include the unique bi-lateral negotiations with lenders and granting of security interests over a variety of assets.

Freshfields Bruckhaus Deringer has advised China NT Pharma Group Company Ltd (NT Pharma) in respect of its US$208 million IPO on the HKSE. NT Pharma is the largest fully integrated supply chain and promotional and sales services provider of vaccines as well as the second largest sales and marketing services provider for pharmaceutical products in China. NT Pharma will use the proceeds to expand the company's distribution network, upgrade its infrastructure, and expand its promotion teams. Partners Chris Wong and Calvin Lai led the transaction.

Paul, Hastings, Janofsky & Walker has advised the issuer, Franshion Development Ltd (Franshion Development) and the guarantor, Franshion Properties (China) Ltd (Franshion Properties) in respect of the offering of US$500 million of senior notes. HKSE-listed PRC property company Franshion Properties is a subsidiary of Sinochem Group (Sinochem), one of China's key state-owned enterprises. The notes are due in 2021 and the proceeds will be used for working capital, debt refinancing and general corporate purposes. The senior unsecured notes priced at a yield of 6.75per cent and are backed up by a letter of support from Sinochem Corporation. HSBC, RBS, Deutsche Bank and Nomura were the joint underwriters on the transaction. Partners Vivian Lam and David Grimm led the transaction.

Paul, Hastings, Janofsky & Walker has also advised global digital consumer electronics and information technology company Samsung Electronics Co Ltd (Samsung) in respect of its definitive agreement with Seagate Technology plc (Seagate), the world leader in hard disk drives and storage solutions. Seagate and Samsung will expand and strengthen their strategic relationship by further aligning their respective ownership, investments and key technologies. The combined value of the deal is approximately US$1.375 billion, which will be paid by Seagate to Samsung in the form of 50 per cent stock and 50 per cent cash. Wilson Sonsini Goodrich & Rosati Professional Corporation served as legal advisor to Seagate.

Ashurst is advising Japanese paper and packaging materials manufacturer Rengo Co Ltd (Rengo) in respect of its acquisition of a 29.9 per cent interest in HKSE-listed packaging products manufacturer Hung Hing Printing Group Ltd (Hung Hing) from Asia Packaging Company Ltd (Asia Packaging) for an aggregate consideration of HK$1.42 billion (US$183.4m). Asia Packaging, which is backed by CVC Asia Pacific Ltd, currently holds approximately 340.5 million shares in Hung Hing, representing approximately 37.5 per cent of the issued share capital. Partners Robert Ogilvy Watson and Lina Lee led the transaction whilst Oh Ebashi is advising Rengo on Japanese law. Clifford Chance, led by Andrew Whan, is acting for Asia Packaging.

Ashurst has also advised HKSE listed China-based pharmaceutical services company China Medical System Holdings Ltd (CMS) in respect of its HK$1.4 billion (US$180m) acquisition of a company engaged in marketing, promotion and sale of prescription pharmaceutical products manufactured by domestic pharmaceutical companies in the PRC. Consideration for the transaction will be partly settled in cash and partly by the issue of new shares of CMS, which are subject to a lock-up of 6 months. Partner Lina Lee led the transaction.

Baker & McKenzie has acted as US legal advisor to Hanmax Investment Ltd (Hanmax), Fosun Industrial Co Ltd (Fosun) and Tonsun International Company Ltd (Tonsun), a Cayman Islands exempted company all of the outstanding shares of which are owned by Hanmax and Fosun, in respect of their acquisition by way of merger of Tongjitang Chinese Medicines Company (Tongjitang), a specialty pharmaceutical company focusing on the development, manufacturing, marketing and selling of modernized traditional Chinese medicines in China. As a result of the acquisition, Tongjitang became a wholly-owned subsidiary of Hanmax and Fosun. The merger agreement was approved by the shareholders on 31 March, 2011. Post merger, Tongjitang will continue its operations as a privately held company owned solely by Hanmax and Fosun, and its American Depository Shares will no longer be listed on the NYSE. Partner Scott Clemens led the transaction whilst Conyers Dill & Pearman served as Cayman Islands legal advisor to Tonsun, Hanmax and Fosun.

Baker & McKenzie has also advised eBay, the world's largest online marketplace, in respect of its acquisition of an approximately 20 per cent stake in PeaceSoft, a Vietnamese e-commerce company. The investment provides eBay with a strategic opportunity to participate in Vietnam's rapidly growing e-commerce market, while giving greater access to Vietnam-based users to eBay's global platform. Partner Seck YeeChung led the transaction.

Norton Rose (Asia) has advised ING Asia/Pacific Ltd in respect of the establishment of a family takaful joint venture in Malaysia, ING Public Takaful Ehsan, which is expected to generate over US$260 million by 2015. The JV is between ING, Public Bank Bhd (PBB) and Public Islamic Bank Bhd (PIBB) who hold 60 per cent, 20 per cent and 20 per cent equity participations, respectively. PBB and PIBB are members of the Public Bank Group, the third largest banking group in Malaysia. Partner Jake Robson led the transaction.

Slaughter and May has advised China International Capital Corporation Hong Kong Securities Ltd as financial adviser to China Uranium Development Company Ltd (China Uranium) in respect of its proposed subscription for new shares in HKSE listed Vital Group Holdings Ltd (Vital) for a total consideration of approximately HK$384 million (US$49.4m) and the proposed acquisition of HK$600 million (US$77.2m) convertible bonds issued by Vital. The proposed subscription for new shares and the full conversion of the convertible bonds would result in China Uranium acquiring approximately 73.4 per cent of the enlarged share capital of Vital, therefore triggering an obligation on the part of China Uranium to make a general offer for the shares in Vital. A whitewash waiver of the obligation will be sought.


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