Deal Watch 7/22/2013

Posted on July 22, 2013 at 3:07 PM


China

Appleby has acted as Cayman Islands counsel for S Culture International Holdings Ltd in respect of its listing on the Main Board of the HKSE on 11 July 2013, with gross proceeds of approximately HK$107 million (US$136.8m). Partner Judy Lee led the transaction whilst Wilkinson & Grist, Jun He Law Offices, Lee, Tsai & Partners, and MdME Lawyers and Private Notary advised as to Hong Kong, PRC, Taiwan and Macau laws, respectively. Pang & Co, in association with Loeb & Loeb, advised the sole sponsor, RHB OSK Capital Hong Kong Ltd, as to Hong Kong law.

Maples and Calder has acted as Cayman Islands counsel to Hengan International Group Company Ltd in respect of its issue of HK$5.43 billion (US$700m) zero coupon convertible bonds due 2018. Partner Christine Chang led the transaction whilst Reed Smith Richards Butler acted as English counsel. Deutsche Bank, JP Morgan, HSBC, UBS and Nomura, the joint lead managers, were advised by Linklaters as English counsel.

Norton Rose Fulbright has advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC) as facility agent and the mandated lead arrangers in respect of a US$101.8 million equivalent dual currency syndicated term facility to HKSE-listed PRC property developer Yuzhou Properties Company Ltd dated 30 April 2013. The mandated lead arrangers were Hang Seng Bank Ltd, HSBC, Tai Fung Bank Ltd, The Bank of East Asia Ltd, Luso International Banking Ltd and China Guangfa Bank Co Ltd Macau Branch Partner Peter Haslam led the transaction.

Paul Hastings has represented the underwriters, composed of Morgan Stanley Asia Ltd, Standard Chartered Securities (Hong Kong) Ltd, BOCI Asia Ltd, BOCOM International Securities Ltd, CCB International Capital Ltd, China Galaxy International Securities (Hong Kong) Co Ltd and Haitong International Securities Company Ltd, in respect of the US$87 million global offering and HKSE IPO of New Century Real Estate Investment Trust (New Century REIT), the first China-based hotel REIT in the world and the first REIT to list in Hong Kong since April 2011. Partners Raymond Li and Sammy Li led the transaction whilst Jingtian & Gongcheng advised as to PRC law.Baker & McKenzie, led by partner Jason Ng, advised DB Trustees (Hong Kong) Ltd, the trustee of New Century REIT. Appleby, led by partner Judy Lee, acted as Cayman Islands and British Virgin Islands counsel whilst Latham & Watkins acted as Hong Kong and US counsel and King & Wood Mallesons acted as PRC counsel for New Asset Management Ltd as the manager.

Shearman & Sterling is representing Morgan Stanley Asia Ltd, financial advisor to the board of directors of Spreadtrum Communications Inc, in respect of the US$1.78 billion acquisition of Spreadtrum by Tsinghua Unigroup Ltd. Spreadtrum is a fabless semiconductor company which develops mobile chipset platforms for smartphones, feature phones and other consumer electronics products. Tsinghua Unigroup is an operating subsidiary of Tsinghua Holdings Co Ltd, a solely state-owned limited liability corporation funded by Tsinghua University in China. Tsinghua Unigroup's business lines include high-technology, bio-technology, science park development and urban infrastructure construction. Partner Paul Strecker led the transaction.

Japan

Amarchand & Mangaldas & Suresh A Shroff Co has advised Mitsubishi Heavy Industries Ltd Japan (MHI) in respect of its acquisition of Concast India Ltd. The transaction involved the acquisition of 100 percent of the equity share capital of Concast from existing shareholders Narinder Nayar and his family members. The acquisition was subject to the approval of a demerger scheme by the High Court of Mumbai which was sanctioned in June 2013. Partners Shilpa Mankar Ahluwalia, Pooja Mahajan, Santosh Janakiram, and Ranjan Negi led the transaction which is expected to close in August 2013. Desai Desai Carrimjee & Mulla represented Concast and the sellers.

Baker & McKenzie’s Tokyo office has acted for Japanese telecommunications giant NTT Communications in respect of the acquisition of further shares in Frontline Systems, increasing its shareholding from 70 percent to 80 percent. The firm also advised Frontline on the acquisition of Harbour MSP shares. The Baker & McKenzie team was led by M&A partners Ben McLaughlin in Sydney and Hiroshi Kondo in Tokyo, with support from associates Candice Heggelund and Simone Bridges in Sydney and Tetsuo Tsujimoto in Tokyo.

India

Khaitan & Co has advised Department of Disinvestment, Ministry of Finance in respect of the approximately US$96.3 million sale of equity shares aggregating approximately 9.33 percent of the paid up equity share capital of MMTC Ltd by offer for sale of equity shares through stock exchange mechanism. MMTC is a Government of India enterprise and is a major global player in the minerals trade. Partner Sharad Vaid led the transaction.

Khaitan & Co has also advised DTDC Courier & Cargo Ltd and Reliance ADAG group company REL Utility Engineers Ltd in respect of the acquisition of 42.53 percent stake by GeoPost SA France in DTDC for approximately US$31 million, which also resulted in REL’s exit from DTDC. DTDC is India’s second largest end-to-end logistics, express and courier company. Partner Ganesh Prasad led the transaction.

Singapore

Allen & Gledhill has advised CapitaLand Ltd in respect of its issue of S$650 million (US$516m) in principal amount of 1.85 percent convertible bonds due 2020 which are convertible into new ordinary shares in the capital of the company. Partners Lim Mei and Hilary Low led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd in respect of Freight Links Express Holdings Ltd’s inaugural issuance of S$100 million (US$79.38m) fixed rate notes due 2017 under its S$400 million (US$317.5m) multicurrency medium term note program. Partner Margaret Chin led the transaction.

Colin Ng & Partners has advised SGX-ST Mainboard-listed Eratat Lifestyle Ltd in respect of a RMB100.5 million (US$16.3m) bonds and warrants subscription by SHK Securities (Nominees) Ltd, a subsidiary of Sun Hung Kai & Co Ltd (SHK). Eratat designs, manufactures and distributes lifestyle fashion footwear and fashion apparel in China for a wide range of activities catering to casual lifestyle and outdoor activities. The subscriber’s holding company, SHK, is listed on the HKSE and the principal businesses of its subsidiaries are wealth management and brokerage, capital markets, consumer finance, as well as principal investments. Partner Gregory Chan led the transaction which was completed on 8 July 2013.

Davis Polk is advising Cloudary Corporation in respect of private placements to Goldman Sachs and Temasek of approximately US$110 million. Cloudary Corporation is an online literature platform globally, with a platform consisting of an expanding library of original and copyrighted third-party literary works. Goldman Sachs is a global investment banking, securities and investment management firm. Temasek is an investment company based in Singapore, with investments across various sectors. Partner Miranda So is leading the transaction.

Hadiputranto, Hadinoto & Partners and Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firms in Indonesia and Singapore, respectively, have advised PT Electronic City Indonesia Tbk in respect of the IPO which raised US$135 million. The ordinary shares were offered to Indonesian investors under Bapepam-LK rules and to investors outside Indonesia under Rule 144A and Regulation S under the US Securities Act of 1993. Partner Rambun Tjajo led the team in Indonesia whilst partners Ashok Lalwani and Yeo Jih-Shian led the team in Singapore.

Shook Lin & Bok has advised International Healthway Corporation Ltd (IHC), a Singapore-incorporated healthcare services and facilities provider with operations in Japan, Malaysia and China, in respect of its IPO and listing on the Catalist board of the SGX to raise gross proceeds of approximately S$50.1 million (US$39.77m). This is the largest Catalist IPO on the date of IHC’s listing with an IPO market capitalization of S$770.33 million (US$611.5m). Partner Gwendolyn Gn led the transaction.

Shook Lin & Bok has advised International Healthway Corporation Ltd (IHC), a Singapore-incorporated healthcare services and facilities provider with operations in Japan, Malaysia and China, in respect of its IPO and listing on the Catalist board of the SGX to raise gross proceeds of approximately S$50.1 million (US$39.77m). This is the largest Catalist IPO on the date of IHC’s listing with an IPO market capitalisation of S$770.33 million (US$611.5m). Partner Gwendolyn Gn led the transaction.


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