Deal Watch - 7/21/2010


Posted on July 21, 2010 at 9:07 PM

Sino-Ocean Land Holdings subsidiary Sino-Ocean Land Capital Finance Limited issued a US$900m of perpetual subordinated convertible securities. The securities are treated as equity, making the negotiation of their terms and conditions complicated because the securities could not be compared to traditional convertible bonds.  Long-term legal advisor Kejie Law Firm of Beijing represented Sino-Ocean Land Capital Finance Limited in this deal. The convertible securities are perpetual with no fixed redemption date and make up the first issuance in Hong Kong where securities are recognized as equity on the issuers balance sheet upon issue.  Paul Hastings acted as International counsel while Maples and Calder acted as Cayman Islands counsel. The convertible securities will be listed on the Singapore Stock Exchange upon completion.

Tian Shan Development (Holdings) Limited listed on the HKSE on July 15th 2010. Appleby acted as the Cayman Islands counsel for the expected HK$377 million offer. Proceeds will be allocated to fund various projects in the PRC. Tian Shan is a property developer who's goal is to provide modern, residential properties in scenic environments and landscapes. Corporate Partner Judy Lee, based in Hong Kong led the team with Sidley Austin providing expertise in regard to Hong Kong Law. China Everbright Capital Limited sponsored Squire, Sanders and Dempsey as the underwriters of the deal.

AsiaInfo Holdings Inc, a leading telecommunication company specializing in software solutions and IT services closed a US$733 million merger with Linkage Technologies International Holdings Limited. DLA Piper represented Nasdaq-listed AsiaInfo Holdings Inc in the cash and stock transaction which established the renamed "AsiaInfo-Linkage", now one of the largest software companies in China. AsiaInfo-Linkage will have a market capitalization of approximately US$1.7 billion and more than 8,000 employees. DLA's advising team was lead by corporate and finance partners Matt Adler and Steve Liu. AsiaInfo was also advised by Han Kun Law Office and Bank of America Merrill Lynch while Latham & Watkins advised Linkage on legal matters and Barclays on financial matters.

Allen & Gledhill LLP is advising Keppel Infrastructure Fund Management Pte Ltd in listing K-Green Trust (KGT), its "green" infrastructure business on the Singapore Exchange. KGT plans to invest funds in "green" infrastructure assets in Singapore and around the world with a focus on Asia. The environmental engineering division of Keppel Corporation, Keppel Integrated Engineering Limited (KIE) is the Sponsor of the Trust. Partners Prawiro Widjaja and Bin Wern Sern led the firm's advising team.

Gide Loyrette Nouel has advised Compagnie Général de Locations d'Equipement (CGL) in its joint venture with BYD Company Limited (BYD Company). CGL, an auto finance company, and BYD Company, one of China's fastest growing auto manufactures will merge create a JV company BYD Auto Finance Company Limited (BYD Auto). BYD Auto is expected to start operations in early 2011 and will offer auto financing for mainland China's expanding auto market. CLG will own 20 percent of the JV company's shares and BYD Company will own 80 percent. The transaction is still subject to the approval of the China Banking Regulation Commission. Gide's advising term was led by partner Guillaume Rougier-Brierre.

Herbert Smith is advising The Export-Import Bank of China (China Eximbank) on a US$412 million project financing of a Greenfield 338MW hydropower plant in Cambodia. The plant will be owned and built by affiliates of China's Huadian Power International Corporation. Herbert Smith's Singapore energy and projects team advising this project is led by partner Richard Nelson. DFDL Mekong advised China Eximbank on Cambodian law while Jingtian &Gongcheng provided PRC legal advice. This deal is expected to be a template for the future investments plans of Chinese developers in the Cambodian power sector.

Hong Kong Partners William Woo and Eugene Lee led the Latham Watkins team representing the 213 million-share IPO of Trauson Holdings Company Limited. Trauson is a leading producer of orthopedic products in China. The IPO comprised an international placement of more than 106.4 million shares under 144 A and Regulation S and a Hong Kong public offering of more than more than 106.4 million shares. The value of this IPO is expected to be more than HK$749 million (US$ 96m).

PT Matahari Putra Prima Tbk (MPP) has formed a strategic alliance with CVC Capital Partners Asia II LP and CVC Capital Partners Asia Pacific III Parallel Fund-A LP (collectively CVC), a global private equity fund. Makes & Partners advised MPP in the transaction. MPP sold 90.76 percent of its stake in PT Matahari Department store Tbk (MDS) to a CVC subsidiary, PT Meadow Indonesia for an aggregate purchase price of approximately US$720 million. MPP remains committed to the retail business by retaining ownership of the Matahari Food Business. Partners Yozua Makes and Iwan Setiawan led the transaction. Clifford Chance, Richards Butler in Association with Reed Smith LLP, Linklaters Allen & Gledhill Pte Ltd and Hadinoto Hadiputranto and Partners also advised on the transaction in varying capacities.

Makes & Partners also advised one of the largest Asian telecommunication companies, Axiata Group Berhad (AGB) and the foreign controlling shareholder of PT XL Axiata Tbk (Axiata) in the sale of a portion of its stake in Axiata. Axiata is one of the largest telecommunication companies listed on the IDX. Goldman Sachs (Singapore) Pte (Goldman) was the global coordinator. Goldman acted as bookrunner in conjunction with CIMB Investment Bank Berhad (CIMB). Goldman, CIMB, JP Morgan Securities Ltd, Morgan Stanley and PT Mandiri Sekuritas were joint lead managers of the offering. They were advised by Sidley Austin regarding US law and Adnan Kelana Haryanto & Hermanto regarding Indonesian law. Makes partners Yozua Makes, Iwan Setiawan and Ifran Ghazali led the advising team on this transaction. AGB and Axiata were advised by Shearn Delamore & Co and Skadden, Arps, Slate, Meagher & Flom LLP in regard to Malaysian and U.S. law.

Gide Loyrette Mouel advised Banque PSA Finance subsidiary PSA Finance Nederland BV (PFN) in its acquisition of an increased stake in Dongfeng Peugeot Citroen Auto Finance Company Ltd (DPCAF). DPCAF, a vehicle financing ventured was established in 2006 by Dong Peugeot Citroen Automobile Co Lts (DPCAC) and the Bank of China (BOC). PNF gained BOC's 50 percent shareholding in DPCAF, thus increasing PNF's holding to 75 percent. DPCAC retains the remaining 25 percent holding. The Gide advising team was lead by Guillaume Rougier-Brierre.

Norton Rose Group is advising The Hong Kong and Shanghai Banking Corporation Limited (HSBC) in its acquisition of the commercial and retail business of the Royal Bank of Scotland plc (RBS) in India. The transaction is still subject to the receipt of regulatory approvals and involves portfolios with a gross value of US$1.8 billion. The complete consideration includes a premium of up to US$95 million over the tangible net asset value of the businesses acquired by HSBC at the close of the transaction. The Norton Rose advising team was lead by Hong Kong corporate finance partner Richard Crosby. Bharucha & Partners advised HSBC regarding Indian law. Linklaters team, led by Matthew Middleditch and Carl Hollinsworth, advised RBS in the transaction.

Real Gold Mining Limited (Real Gold Mining) was represented by O'Melveny & Myers LLP (OMM) in a top-up placement that raised approximately US$156 million. Real Gold Mining, the PRC's leading gold mining concern, completed a placement of 100 million shares. The deal, completed on July 7th 2010 accounted for approximately 12.42 percent of the company's existing issued share capital and 11.05 percent of the issued share capital of Real Gold as enlarged by the subscription shares. Citigroup acted as the sole placing agent on the transaction. Real Gold intends to use the proceeds from the transaction for potential future acquisitions and the development of future exploration and mining projects. It should be noted that the transaction was a Chapter 18 listing which enabled Real Gold, a mining specialist, to list without fulfilling all the main board listing requirements. Hong Kong partner Gordon NG led the OMM team.

Mallesons Stephen Jaques has acted for UBS as the underwriter in the Boral Limited's A$490 million (US$431m) capital raising. The proceeds are expected to finance growth and investment projects, including the upgrade of Boral's Victorian plasterboard plant and the prospective development of Peppertree quarry in New South Wales. The company hopes to strengthen its balance sheet and acquire the remaining interests in the MonierLifetile US concrete roof tiles joint venture. Partner David Friedlander led the Mallesons team.

Mallesons Stephen Jaques acted for Glencore Grain (Glencore) in its new arrangements with AACL and Marco Funds Pty Ltd. Glencore's funding of the seeding payments will bring AACL's bank balance up to nearly A$53 million (US$47m). Hal Bolitho and Nicholas Pappas, partners at Mallesons, led the deal. DeluxGroup demerged from Orica by scheme of arrangement. Minter Ellison advised DeluxGroup as it will become a new, stand -alone, ASX-listed company. DeluxGroup will focus on premium branded coatings, home improvement and gardening products. The demerger is estimated to be a A$1 billion (US$885m) transaction. Russell Miller led the Minter Ellison team advising Deluxgroup while Freehills, led by partner Neil Pathak, advised Orica.

Morrison & Foerster represented BNP Paribas Capital (Asia Pacific) Limited as the sole book runner and lead manager in the US$70 million IPO of Chaowei Power Holdings Limited (Choaowei) on the HKSE. Chaowei is a leading lead-acid battery manufacturer in China and produces batteries employed in electric cars, electric bikes, and wind and solar energy storage batteries. Hong Kong partners Ven Tan and Stephen Birkett led the firm's advising team. The underwriters were also advised by the firm regarding Hong Kong and US law. Jintian & Gongcheng provided advice regarding PRC law.  Chaowei was advised by Orrick, Herrington & Sutcliffe in Hong Kong law, Zong Heng Law Firm in PRC law and Conyers Dill & Pearman in Cayman islands law.

Morrison & Foerster advised PRC state-owned Harbin Pharmaceutical in its asset acquisition of Pfizer's swine vaccine business in China. The divestment of the Pfizer swine vaccine business was ordered by the Chinese Ministry of Commerce (MOFCOM) as a condition of the September 2009 Pfizer-Wyeth merger. This is the first divestment resulting from MOFCOM antitrust conditional approval. MOFCOM is looking at this transaction as a template for future divestment transactions. Hong Kong partners Thomas Chou and Gordon Milner led MoFo's advising team. Clifford Chance and King & Wood advised Pfizer.

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