Deal Watch - 12/9/2010


Posted on December 9, 2010 at 6:12 PM

Freshfields Bruckhaus Deringer advised the joint international lead managers -comprising of Citigroup Global Markets Asia Limited, UBS AG Hong Kong Branch, KKR Capital Markets LLC and Deutsche Bank AG Hong Kong Branch – in respect of the US$448 million IPO and HKSE listing of China Modern Dairy Holdings Ltd, the largest dairy farming company in terms of herd size and the largest raw milk producer in China. The company and selling shareholders initially sold 1.2 billion shares. The joint bookrunners have an over-allotment option, under which they can require some of the selling shareholders to sell an additional 180 million shares. The firm’s team was led by corporate partner Chris Wong and US securities partner Ken Martin.

Herbert Smith, led by partners Matt Emsley and John Moore, advised Goldman Sachs Asia (Asia) LLC (Goldman Sachs) in respect of top-up placings for two real estate companies in Hong Kong. The firm advised Goldman Sachs, as placing agent, in respect of the sale of 294 million shares of Hang Lung Properties Limited (HLP), a top-tier property developer in Hong Kong and on the Mainland, held by its controlling shareholder, Hang Lung Group Limited (HLG), for HK$11 billion (US$1.42b). The shares were sold under a top-up placement, with the final price fixed at HK$37.48 (US$4.83) per share. The firm also advised Goldman Sachs, as placing agent, in respect of the top-up placing of 305 million shares of HKSE listed Sino Land Company Limited, one of the leading property development companies in Hong Kong, at HK$16.85 (US$2.17) per share, raising approximately HK$5.14 billion (US$663m). Hogan Lovells  advised Macquarie Capital Securities Limited as sole global co-ordinator and sponsor in respect of the US$204 million HKSE listing on 28 October 2010 of Chinese milk powder company Global Dairy Holdings Limited (Global Dairy), one of the top ten local brand milk powder companies in the PRC market. Global Dairy sold 360.88 million shares and raised US$204 million in its IPO, which included an over-allotment option of 15 percent of the base deal size. Proceeds will be utilized to invest in cattle farms, expand distribution networks and as working capital. Macquarie Capital Securities Limited and CCB International Capital Limited, the investment banking arm of China Construction Bank Corp, were the joint bookrunners on the deal. The firm’s advisory team was led by Hong Kong-based partner Terence Lau.

Mallesons Stephen Jaques acted for Bank of China (Hong Kong) Ltd as lead manager in respect of a private placement of RMB700 million (US$105m) 2.9 percent bonds issued by China Merchants Holdings (Hong Kong) Co Ltd. The tenor of the bonds is three years. The transaction represents the inaugural issuance of RMB-denominated corporate bonds in Hong Kong by the China Merchants' parent company. The transaction was led by partner Richard Mazzochi.

Mori Hamada & Matsumoto advised Coca-Cola West Company Limited (Coca-Cola) in respect of its agreement to acquire Japan based vegetable juice and frozen foods producer Q' Sai Co Ltd (Q’ Sai) from Daiwa Corporate Investment and Japanese private equity firm Polaris Capital Group Co Ltd. Coca-Cola acquired 302,755 Q' Sai shares for JPY35.9 billion (US$423.9m) and debt of JPY28 billion (US$330m). Post acquisition, Q' Sai will operate as a wholly owned subsidiary of Coca-Cola. Gaku Hayakawa, Akira Marumo and Rintaro Shinohara led the transaction.

Mori Hamada & Matsumoto is also advising Asahi Breweries Ltd (Asahi), the listed Japan based alcoholic beverage, fresh drinks and other food products manufacturer, in the acquisition by LG Household & Healthcare Company Limited (LG) of South Korea based beverage manufacturer and seller Haitai Beverage Co Ltd from Asahi, Japan based conglomerate Lotte Group, and South Korea based investment holding company MB Asia Foods, for a nominal cash consideration of KRW10,000 (US$8.84). Under the terms of agreement, LG will acquire approximately 11 million shares representing a stake of 58 per cent from Asahi; almost 3.6 million shares representing a stake of 19 percent from Lotte; and, about 3.5 million shares representing a stake of 18.7 percent from MB Asia Foods. The total shares to be acquired are approximately 18.8 million. Further, LG will assume the interest-bearing debt of KRW123 billion (US$108.6m). The transaction is expected to be completed by 03 January 2011. Yoshio Iteya and Shi Kang led the transaction.

Orrick, Herrington & Sutcliffe LLP advised Standard Chartered Bank in respect of a major financing and the acquisition by Ascendas China Commercial Fund of Cross Tower, a major commercial real estate asset in the central business district of Shanghai, PRC. Partner Michelle Taylor led the transaction.Zhong Lun Law Firm provided PRC law advice while Rajah & Tann LLPadvised on Singapore law aspects.

Paul, Hastings, Janofsky & Walker advised Mingfa Group (International) Company Limited, a leading PRC investment company focused on property development, in respect of its issuance of HK$1.55 billion (US$200m) in convertible bonds with HK$388 million (US$50m) of warrants. The subscribers are co-owned by Warburg Pincus Private Equity X LP and Warburg Pincus X Partners LP, private equity investment funds managed by Warburg Pincus. The firm’s team was led by partner Vivian Lam and included partnersCatherine Tsang and Steve Winegar.

Paul, Hastings, Janofsky & Walker LLP also advised Australia and New Zealand Banking Group Limited, CITIC Bank International Limited andCrédit Agricole Corporate and Investment Bank as joint arrangers in respect of two loan facilities. The proceeds of the loans were used for the refinancing of an industrial and warehouse center in Shanghai owned by a private equity real estate fund managed by ING Real Estate Investment Management in Asia. The deal involved a complex structure and required various government approvals to permit a US dollar loan to be extended by offshore lenders directly to a PRC wholly foreign owned enterprise. The firm’s team was led by partner David Blumenfeld.

Slaughter and May, Hong Kong, acted for Swire Pacific Limited (Swire Pacific) in respect of the annual update of its MTN programme. Swire Pacific MTN Financing Limited and Swire Properties Offshore Financing Limited are the issuers under the programme and the notes are unconditionally and irrevocably guaranteed by Swire Pacific. Notes issued under the programme may be listed on the HKSE. HSBC and Morgan Stanley are the joint arrangers for the programme. Partner Laurence Rudge led the transaction.

Slaughter and May, Hong Kong, also advised MTR Corporation Limitedand MTR Corporation (CI) Limited as the issuers in respect of the annual update of their US$3 billion debt issuance programme, under which they have the ability to issue notes to be listed and traded on the HKSE and the LSE. Partner Laurence Rudge also led the transaction whilst Maples and Calder advised on Cayman Islands law.

Vinson & Elkins  represented TVM Capital MENA (TVM) in respect of a major Shari'a-compliant investment focusing on healthcare and life sciences in the MENA region. Earlier, TVM announced its investment in UK based Bourn Hall International, the world’s first In-Vitro Fertilization (IVF) clinic, pioneering the first birth of a child conceived using IVF in 1978. Last month, Bourn Hall founder Dr Bob Edwards was awarded the 2010 Nobel Prize in Medicine for the invention. The deal by TVM brings the IVF concept to the GCC and launches Bourn Hall’s first international expansion. Bourn Hall International will manage a network of branded IVF facilities in the Middle East that will operate at the same quality level and adopt the same procedures as in the UK, with the first clinic set to open in 2011. Partners James Knight and Avman Khaleg led the transaction.

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