Deal Watch 7/28/2013

Posted on July 30, 2013 at 1:07 AM


Latham & Watkins has represented Baring Private Equity Asia and Nord Anglia Education (NAE) in respect of NAE’s acquisition of WCL Group Ltd for an enterprise value of US$222 million and the US$125 million senior secured bridge loan used to partially fund the acquisition. The firm also represented NAE in its US$165 million senior secured note offering used to refinance the bridge loan. The note offering was completed on 3 July 2013. Partners Bryant Edwards and Tim Gardner led the transaction.

Morrison & Foerster is representing Tsinghua Unigroup Ltd, an operating subsidiary of state-owned Tsinghua Holdings Co Ltd which is funded by Tsinghua University in China, in respect of its acquisition of Spreadtrum Communications Inc. Spreadtrum is a Shanghai-based fabless semiconductor developer and design company with advanced technology in 2G, 3G and 4G wireless communications standards. The deal is the largest announced semiconductor acquisition globally in more than a year. Partners Christopher ForresterChuck ComeyMichael O'Bryan andSherry Yin led the transaction.

Paul Hastings has represented Haitong International Securities Group Ltd, a subsidiary of Haitong Securities Co Ltd (the second largest securities firm in China by total assets), in respect of its issuance of HK$776 million (US$100m) 1.25 percent convertible bonds due 2018. HSBC acted as the sole global coordinator, book-runner and lead manager on the transaction. The net proceeds of the convertible bonds issuance will be used by Haitong International and its subsidiaries to fund the expansion of business operations and for general corporate purposes. Partners Raymond LiVivian Lam and Catherine Tsang led the transaction.

Sidley Austin has advised NetDragon Websoft Inc in respect of its memorandum of understanding (MOU) with Baidu Holdings Ltd Inc. NetDragon is an innovator and creative force in China's online gaming and mobile internet industries whilst Baidu is a leading Chinese language internet search provider. The MOU relates to the proposed sale of NetDragon’s equity interest in 91 Wireless Websoft Ltd to Baidu. Baidu intends to purchase the entire issued share capital of 91 Wireless for a total of US$1.9 billion and the remaining equity interest from other shareholders, based on terms and conditions similar to those offered to NetDragon. NetDragon and Baidu will finalise negotiations on the terms by 14 August 2013. Partner Gloria Lam led the transaction.

WongPartnership is acting for Credit Suisse (Singapore) Ltd, as the sole global coordinator and issue manager, and Credit Suisse (Singapore) Ltd and DBS Bank Ltd, as the joint bookrunners and underwriters, in respect of an IPO of SPH REIT under Regulation S to raise approximately S$503.9 million (US$398m). Partners Rachel EngTan Teck HoweLong Chee Shan and James Choo led the transaction.

WongPartnership has also acted for SGX-ST listed United Envirotech Ltd (UEL) in respect of the establishment of its US$300 million medium term note programme. UEL is an environmental solutions provider focusing on water and wastewater treatment. Standard Chartered Bank acted as arranger and dealer. Partners Hui Choon YuenGoh Gin Nee and Trevor Chuan led the transaction.


Amarchand & Mangaldas & Suresh A Shroff Co has advised a consortium of seven Indian banks, led by Axis Bank Ltd, in respect of the rupee denominated secured term loan facilities made available to Ireo Hospitality Company Private Ltd for financing the development of a five star deluxe hotel and high street retail and grade A office tower. Ireo Hospitality is a real estate development company which develops residential, commercial, retail and hospitality properties. Partner Pranav Sharma led the transaction which was valued at INR863 crores (US$144.5m) and was completed on 12 July 2013.

Khaitan & Co has advised Bharat Fritz Werner Ltd (BFW) and its promoters Kothari Group in respect of providing an exit to funds promoted by IL&FS Investment Managers Ltd and Kotak Private Equity from BFW. BFW is a leading private sector machine tools manufacturing company incorporated on 17 October 1961 in collaboration with Fritz Werner Werkzeugmaschinen GmbH of Germany. Partner Haigreve Khaitan led the transaction.


Khaitan & Co has also advised Mitsubishi Heavy Industries Ltd in respect of the India leg of the global merger of Mitsubishi’s business of thermal power generation systems (which includes manufacturing of boilers and turbines in six jurisdictions, including India, China, Japan and Americas), with Hitachi Ltd. Mitsubishi, one of the world's leading heavy machinery manufacturer headquartered in Tokyo, has two joint ventures with Larsen & Toubro in India, as well as a wholly owned subsidiary Mitsubishi Heavy Industries India Private Ltd in India for the boiler and turbine manufacturing, to address the rapidly growing Indian power market. Partners Upendra JoshiAmitabh Sharma and Nishant Singh led the transaction, assisted by partners Avaantika Kakkar and Chakrapani Misra.


Clifford Chance has advised Singapore based oil and gas exploration and production company KrisEnergy in respect of its US$215 million IPO in Singapore. The company sold 246.15 million shares at US$0.87 per share. Bank of America Merrill Lynch and CLSA acted as joint global coordinators and book-runners on the deal. Partner Raymond Tong led the transaction with partners Johannes Juette and Jeroen Thijssen whilst Walkers, led by partners Thomas Granger and Nigel Weston, acted as British Virgin Islands, Cayman Islands and Jersey counsel. Latham & Watkins, led by partners Michael Sturrock and Sharon Lau, represented CLSA Singapore Pte Ltd and Merrill Lynch (Singapore) Pte Ltd as underwriters.

Rajah & Tann is advising Polyfoam Asia Pte Ltd, a wholly-owned subsidiary of Inoac Corporation, in respect of its investment in AGP Asia Holding Pte Ltd. Partner Evelyn Wee, supported by partners Lorena PangYon See TingLinda QiaoBrian NgSui Lin Teoh and Nattarat Boonyatap, led the transaction. The firm’s associate office in Malaysia, Christopher & Lee Ong (formerly known as Kamilah & Chong), and Indonesian law firm Ali Budiardjo, Nugroho, Reksodiputro assisted Polyfoam in the conduct of legal due diligence on the Armstrong Group. Wong Partnership is representing GCPL and AGP in the transaction valued at S$197.5 million (US$156.7m) and which is yet to be completed.

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