Deal Watch 7/14/2013

Posted on July 16, 2013 at 1:07 AM


Appleby has acted as Cayman Islands counsel for Jin Cai Holdings Company Ltd in respect of its listing on the Main Board of the HKSE on 5 July 2013, with gross proceeds of approximately HK$72 million (US$9.28m). A majority of the proceeds from the placing will be used primarily for expanding its Huizhou production base and its sales and marketing network. Jin Cai Holdings is principally engaged in the design, printing and sale of cigarette packages in the PRC. Partner Judy Lee led the transaction whilst Loong & Yeung and Shu Jin Law Firm advised as to Hong Kong and PRC laws, respectively. F Zimmern & Co and Hills & Co advised the sole sponsor and underwriters as to Hong Kong and PRC laws, respectively.

Clifford Chance has advised China Development Bank Corporation (CDB) in respect of a 13-year debt facility agreement of up to US$1 billion to finance MMG's Dugald River project, which involves the development and construction of a zinc, lead and silver mine located in north west Queensland, Australia. The firm advised on the English, Hong Kong and Singapore law aspects of the financing transaction. The Dugald River facility will be available for draw down until 27 June 2016 with final repayment to occur on 26 June 2026. The banking syndicate included CDB and Bank of China Sydney Branch. Partners Maggie Lo and Ting Ting Tan drove the transaction.

Hogan Lovells has advised the underwriters, which include CLSA Ltd, CITIC Securities Corporate Finance (HK) Ltd, Credit Suisse (Hong Kong) Ltd, BOCOM International Securities Ltd and CIMB Securities Ltd, in respect of the Hong Kong IPO and Rule 144A placing of Macau Legend Development Ltd, one of the leading owners of entertainment and casino gaming facilities in Macau. The IPO was priced at HK$2.35 (US$0.30) per share, raising US$283.5 million. Partners Terence Lau and Man Chiu Lee led the transaction.

Paul Hastings has represented Cowen and Company (Asia) Ltd, as the financial advisor to the special committee of the board of directors of Zhongpin Inc, in respect of the US$361 million acquisition of Zhongpin by a management-led consortium in a going-private transaction under Rule 13e-3. Zhongpin is a leading meat and food processing company in China. Partner Steven Winegar, with support from partners Jodi Kleinick and Kevin Logue, led the transaction.

Sidley Austin has represented China Horizon Investments, a New York-based investor group, in respect of its RMB1 billion (US$163m) joint venture with China Post, the state-owned postal service of the People’s Republic of China (PRC). The joint venture came on the heels of a 3-year pilot program that saw the two parties collaborate on approximately 100 retail outlets across three provinces in China. Leveraging on China Post's iconic brand and vast distribution network, the venture seeks to become a leading retailer to the 900 million-strong rural population in the PRC. Partner Joseph Chan led the transaction.  

WongPartnership has acted for the mandated lead arrangers in respect of a S$616 million (US$481m) term loan facility to Sim Lian JV (Vision) Pte Ltd, a joint venture between Sim Lian Land Pte Ltd and Sim Lian Development Pte Ltd, for the purposes of financing the purchase of a plot of land known as Lot 8819V of Mukim 5 in Singapore and the construction costs of the property. Partners Alvin Chia and Angela Lim led the transaction.

WongPartnership is also acting for Aceland Investment Ltd, a vehicle controlled by CLSA Capital Partners, in respect of the divestment of all the issued shares in the capital of F2S1 Investment Pte Ltd (F2S1) to EH Property & Investments Pte Ltd for a consideration of approximately S$336 million (US$262.4m), subject to adjustments. F2S1 holds a nine-storey commercial building located at 1 Selegie Road, Singapore, known as "PoMo". Partners Chan Sing Yee and Carol Anne Tan led the transaction.


Allen & Overy is advising The Bank of Tokyo Mitsubishi UFJ Ltd (BTMU) in respect of its voluntary tender offer (VTO) for The Bank of Ayudhya Public Company Ltd (Krungsri), a major commercial bank listed on the Thai Stock Exchange. The deal is valued at up to US$5.75 billion, which will make it the largest acquisition in Asia to date by a Japanese bank. Partners Suparerk Auychai and Simon Black led the transaction whilst Nishimura & Asahi advised on Japanese law. King & Wood Mallesons and Thanathip & Partners advised GE.

Allen & Overy is also advising The Dai-ichi Life Insurance Company Ltd in respect of its IDR3.3 trillion (US$337m) acquisition of a 40 percent stake in PT Panin Life of Indonesia Partner Chris Moore is leading the transaction whilst Hibiya Nakata and Soewito Suhardiman Eddymurthy Kardono are acting as Japanese and Indonesian legal advisors, respectively. Makes & Partners is acting as Indonesian legal advisors to Panin Group.

Sullivan & Cromwell is acting as US bank regulatory counsel to The Bank of Tokyo-Mitsubishi UFJ in respect of its proposed US$5.75 billion acquisition of a majority stake in Thailand’s Bank of Ayudhya Plc. Partners Keiji Hatanoand Donald Toumey are leading the transaction which was announced on 2 July 2013.


Rajah & Tann has advised SAC Capital Private Ltd as joint placement agent in respect of the IPO of International Healthway Corporation Ltd and its listing and quotation on Catalist. Based on the issue price of S$0.48 (US$0.37) per share, the group is valued at S$770.33 million (US$601.7m). The group is principally engaged in providing healthcare services and development, investment and management of real estate projects which include medical real estate, healthcare-related assets and integrated mixed-use developments. PrimePartners Corporate Finance Pte Ltd acted as manager, sponsor and joint placement agent whilst DMG & Partners Securities Pte Ltd acted as joint placement agent. Partners Chia Kim Huat and Danny Lim led the transaction. Shook Lin & Bok acted as solicitors to the placement and legal adviser to the issuer on Singapore law.

Rajah & Tann has also advised Pluto Rising Pte Ltd in respect of its S$276.9 million (US$216.34m) mandatory unconditional cash offer for Viz Branz Ltd. The Viz Branz group is principally engaged in the manufacture and export of fine-quality instant beverages, mixes, snack food and non-dairy creamer. It has manufacturing operations in Singapore, the PRC, Myanmar, Thailand and Vietnam, and its products are sold under various brands in markets such as the PRC, South-East Asia, Indochina, Iran, Japan, Africa, the Middle East, as well as the USA. Partners Chia Kim Huat and Danny Lim also led the transaction which was announced on 5 July 2013 and is still ongoing.

Stamford Law has been retained by the receivers and managers of Singapore Flyer Pte Ltd, the company which operates the Singapore Flyer, the world’s largest observation wheel. The company was placed under receivership at the end of May this year, by the secured lender of the company and the firm will be acting for the receivers and the managers on the sale of the company’s charged assets, particularly the Singapore Flyer. Partner Tan Chuan Thyeand director Justin Yip are leading the transaction.

Stamford Law has also advised SGX-listed integrated marine logistics group Marco Polo Marine Ltd, controlling shareholder of PT Pelayaran Nasional Bina Buana Raya Tbk (listed on the IDX), in respect of its establishment of a S$300 million (US$234.68m) multicurrency medium term note programme. The notes may be issued in various amounts and tenors, and may bear interest at a fixed, floating, variable or hybrid rate. Partner Ng Joo Khin led the transaction.

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