Deal Watch 7/7/2013

Posted on July 9, 2013 at 2:07 AM


China

Davis Polk has advised China Investment Corporation (CIC) in respect of a block trade by its wholly-owned subsidiary, Chengdong Investment Corporation, of 1.2 billion shares of GCL-PolyEnergy Holdings Ltd. The transaction raised approximately HK$2.24 billion (US$2588.86m). The shares are listed on the Main Board of the HKSE. CIC is a sovereign wealth fund headquartered in Beijing. GCL-Poly Energy is a green energy supplier based in China. It is one of the largest suppliers of polysilicon in the world and also operates large-scale solar farms globally. Partner Paul Chow led the transaction.

Freshfields Bruckhaus Deringer has advised the joint lead underwritersand joint lead book-runners in respect of the US$938 million rights issue of PICC Property and Casualty Company Ltd (PICC P&C), the Chinese state-controlled and China’s leading non-life insurer. PICC P&C has issued 418.2 million H-shares at HK$5.38 (US$0.69) per share and 930 million domestic shares at RMB4.3 (US$0.70) per share. PICC P&C has raised a total of RMB5.7 billion (US$929.4m) from the rights issue and will use the proceeds to strengthen its capital base. Partners Richard Wang and Calvin Lai led the transaction.

 

India

Jones Day has acted as global antitrust counsel to Tech Mahindra Ltd, one of the leading Indian IT companies, in respect of its full merger with Saytam Computer Services Ltd (Mahindra Satyam), in a transaction valued at approximately US$1 billion. Tech Mahindra had already acquired a 43 percent interest in Mahindra Satyam back in 2009 and agreed in March 2012 to fully merge Mahindra Satyam with Tech Mahindra. The transaction was subject to various regulatory and other approvals. As a result of unusually long-winded regulatory proceedings, it took over a year until the transaction between the two BSE-listed companies was finally completed on 27 June 2013. Mahindra Satyam shareholders will get two shares of Tech Mahindra for every 17 shares of Mahindra Satyam. Carsten GromotkeBevin NewmanFiona Schaeffer,Tanja NeumannLisa SchlepperJean-Christoph DeverinesThomas Dinh and Annette Morin advised on the transaction whilst AZB &Partnersacted as principal legal advisor to Tech Mahindra in India.

Simmons & Simmons has advised ONGC Videsh Ltd (OVL) and Oil India Ltd (OIL) in respect of the US$2.475 billion acquisition of Videocon Rovuma 1 Ltd, the company holding a ten percent participating interest in the Rovuma Offshore Block in Mozambique (Area 1), from Videocon Mauritius Energy Ltd. Area 1 is estimated to have recoverable reserves of 35 to 65 trillion cubic feet, which represents the largest gas discovery in East Africa. An LNG project is being planned to export gas produced from Area 1 and its adjacent block, with first LNG expected by 2018. The partners in Area 1 include Anadarko, operator of the project, ENH, Mitsui, BPRL and PTTEP. The acquisition is expected to be implemented via a newly incorporated entity, in which OVL and OIL are expected to hold stakes of 60 percent and 40 percent, respectively. Partners Vivien Yangand Ian Wood led the transaction.

 

Japan

 

Herbert Smith Freehills has advised Mitsubishi Heavy Industries Ltd(MHI) in respect of the proposed worldwide merger with Hitachi Ltd of their respective thermal power operations. Partners Rebecca Major and James Robinson led the transaction. The firm has been working with Japanese law firm Nishimura & Asahi, German law firm Noerr, South African law firm Werksmans Attorneys, Polish law firm WKB Wiercinski, Kwiecinski, Baehr, and Greek law firm Zepos & Yannopoulos. The firms will continue to advise MHI with a view to achieving completion on 1 January 2014.

White & Case has advised the Slovak Republic in respect of its issue of two series of Samurai bonds, denominated in Japanese yen, which have raised ¥30 billion (US$300.6m). This was the country’s first sale of bonds into the Japanese market in more than 15 years, and was aimed at diversifying the sovereign’s financing sources beyond the Euro region. Partners Marek StaronJuraj Fuska and Norifusa Hashimoto led the transaction.

 

Singapore

Allen & Gledhill has advised DBS Bank Ltd (DBS) and DBS Trustee Ltd in respect of Marco Polo Marine Ltd’s establishment of a S$300 million (US$235.84m) multicurrency medium term note programme. Under the programme, DBS was appointed arranger, issuing and paying agent, the agent bank and the paying agent. DBS Trustee Ltd was appointed trustee of the holders of the notes. Partner Margaret Chin led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd (DBS), United Overseas Bank Ltd (UOB) and DBS Trustee Ltd in respect of Mencast Holdings Ltd’s establishment of a S$200 million (US$157.23m) multicurrency medium term note programme. Under the programme, DBS and UOB were appointed arrangers. DBS was appointed issuing and paying agent, the agent bank and the paying agent. DBS Trustee Ltd was appointed trustee of the holders of the notes. Partner Margaret Chin also led the transaction.

Rajah & Tann is advising Fortis Healthcare International Pte Ltd in respect of the US$80 million divestment of its entire stake, both direct and indirect, in Fortis-Hoan My Medical Corporation to Viva Holdings Vietnam (Pte) Ltd, a subsidiary of Chandler Corporation based in Singapore. The offer price provides a premium to the purchase price paid by Fortis for its stake in 2011. Partners Brian Ng and Evelyn Wee are leading the transaction which was announced on 11 June 2013 and is still ongoing. Linklaters (Singapore and Hong Kong offices) and Russin & Vecchi (Vietnam) are representing Viva Holdings Vietnam Pte Ltd.

Taiwan

Allen & Overy has advised Deutsche Bank in respect of its first Renminbi-denominated bond issuance in Taiwan, making it the first international financial institution to issue such bonds there. The so-called “Formosa Bond” issuance (bonds issued in Taiwan but in a foreign currency) in the principal amount of CNY1.1 billion (US$179.38m) is the largest Renminbi bond issuance in Taiwan to date. The bonds are listed on the GreTai exchange in Taiwan, allowing Taiwanese retail investors to directly invest in the bonds. Partner Walter Son led the transaction with support from partner Kai Schaffelhuber.

Baker & McKenzie has acted as US and PRC counsel to Innolux Corporation, a Taiwan-listed TFT-LCD total solution manufacturer, and its subsidiary Leadtek Global Group Ltd, in respect of the sale of approximately 25.4 million American Depositary Shares (ADS) representing approximately 50.8 million ordinary shares (which include ADSs sold pursuant to the exercise of the over-allotment option by the underwriters), of Himax Technologies Inc, a Nasdaq-listed fabless manufacturer of advanced display drivers and imaging solutions. Partners Alex Chiang and Brian Spires led the transaction. Davis Polk, led by partner James C Lin, advised Himax Technologies Inc whilst Conyers Dill & Pearman advised as to Cayman law.Shearman & Sterling advised the joint book-runners as US law whilst Lee and Li advised as to Taiwan law.


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