China/Hong Kong
Canadian firms Bennett Jones and Burnet, Duckworth & Palmer are advising on a $2.2 billion joint venture between PetroChina Co. and Encana Corp. involving a shale gas reserve in Alberta. PetroChina, through its subsidiary Phoenix Duvernay Gas, is purchasing a 49.9 percent stake in Encana’s undeveloped Duvernay shale gas project for $1.2 billion. The Chinese state-owned company will put another $1 billion toward development of the project over the next four years. Burnet, Duckworth & Palmer Calgary partner Alicia Quesnel is acting for Encana in its deal with PetroChina, as she did during last year's negotiations between the two companies. Bennett Jones is advising PetroChina on the Duvernay joint venture with a team led by Calgary partners Donald Greenfield and Patrick Maguire. [Read full story]
Linklaters has advised state-owned China Development Bank on a $1.5 billion bond issue. The bank, through Cayman Islands-listed Amber Circle Funding Ltd., sold two tranches of dollar-denominated bonds on the Hong Kong Stock Exchange: $500 million of five-year notes and $1 billion of ten-year notes. Linklaters Hong Kong partner William Liu acted for CDB Leasing on international and local law matters. Walkers Hong Kong partner Ashley Davies represented CDB on Cayman Islands law. Clifford Chance Hong Kong partner Connie Heng represented joint lead managers Bank of America Merrill Lynch, Citigroup, Deutsche Bank, Goldman Sachs (Asia), and The Hongkong and Shanghai Banking Corp. Ltd. [Read full story]
Freshfields Bruckhaus Deringer and Slaughter and May are advising on the proposed $1.1 billion privatization of Hong Kong’s Guoco Group Ltd., which serves as a holding company for a range of investment, real estate and hospitality businesses. Hong Leong Co. (Malaysia) Bhd. offered about $11 a share for the target. Malaysian tycoon Quek Leng Chan, who owns stakes in both Hong Leong and Guoco Group, serves as chairman of both companies. The deal is being made to simplify the two companies’ shareholding structures, as well as reduce costs. Freshfields Hong Kong-based Asia managing partner Robert Ashworth is leading the team advising Hong Leong, with Hong Kong partners David Winfield and Royce Miller also working on the deal. Offshore firm Appleby is representing the company as well. Slaughter and May Hong Kong partner Benita Yu is acting for Guoco Group. Linklaters is acting for Standard Chartered Bank Plc., which is providing financing for the offer. [Read full story]
CLP Holdings, the holding company for parent CLP Group, plans to sell 120.3 million shares at about $8.16 apiece as part of a $982 million placement scheduled for December 20. The money raised will go toward further investment in the company’s operations. CLP Group supplies electricity to 80 percent of Hong Kong’s population. It also operates energy businesses in Australia, mainland China, India and Southeast Asia. Hong Kong partner Amy Lo, with support from Shanghai partner Jean Thio, is leading the Clifford Chance team acting for CLP Holdings. Linklaters partner Craig Dally, also in Hong Kong, is representing placement agents Goldman Sachs (Asia), J.P. Morgan Securities Plc., and UBS AG, Hong Kong Branch. [Read full story]
Hong Kong-based alcohol distributor Silver Base Group is planning an expected $150 million IPO on the local exchange. Silver Base, which distributes liquor under the Chinese Wuliangye brand, is being advised by Stephenson Harwood on Hong Kong law. The issuer has also engaged Jingtian & Gongcheng and Conyers Dill & Pearman for Chinese and Cayman Islands law advice, respectively. Acting for the underwriters ABC International, BOC International, CIMB Securities and ICBC are Morrison & Foerster and Beijing-based Commerce & Finance Law Offices.*
China Machinery Engineering Corp., a Beijing-based, state-owned contractor, has raised $500 million via a Hong Kong initial public offering, selling 718 million shares. Five cornerstone investors, including People's Insurance Co. (Group) of China Ltd., bought a combined $165 million of shares in the IPO. The issuer has engaged King & Wood Mallesons for Hong Kong and Australian sanctions law advice for the IPO.
Jia Yuan Law Firm is advising the issuer on Chinese law. Acting on matters of U.S. and European law are McKenna Long & Aldridge and Clifford Chance, respectively. Shearman & Sterling and Commerce & Finance Law Offices are serving as Hong Kong and Chinese counsels, respectively, to underwriters Bocom International Ltd., Citigroup Inc. and Deutsche Bank AG. Cleary Gottlieb Steen & Hamilton is advising the underwriters on U.S. law.*
Wison Group, a private Chinese engineering company that operates in the petrochemical and oil-refining industries, is looking to raise up to $500 million on the Hong Kong Stock Exchange. The Shanghai-based company has engaged Cadwalader, Wickersham & Taft for Hong Kong and U.S. law advice. Cadwalader worked with its associated Hong Kong firm Joseph P.C. Lee & Associates on the deal. The issuer is also being advised by offshore firm Appleby on Cayman Islands law and Beijing Jia Yuan Law Firm on Chinese law. BOC International and UBS AG, underwriters for the issue, are being advised by Linklaters on Hong Kong and U.S. law, and Beijing-based Haiwen & Partners on Chinese law.*
Freshfields Bruckhaus Deringer is advising Hong Kong-based investment company GCS Capital on its $502 million acquisition of Dexia Asset Management, the asset-management arm of troubled Brussels banking group Dexia SA. Dexia is selling off assets in an attempt to pay back about $19.8 billion in bailout money received from the French and Belgian governments since the 2008 financial crisis. The Freshfields team is being led by Vincent Macq, a Brussels-based partner. The firm’s team also includes Hong Kong partner Teresa Ko and Brussels partner Chris Sunt. Dexia is being represented by Allen & Overy Brussels partner Dirk Meeus, who is being supported by Paris partner Jean-Patrice Labautière, Luxembourg partner Fabian Beullekens and Sydney partner Michael Parshall.
Clifford Chance has advised wind farm operator and energy company China Longyuan Group Corp. Ltd. on a Hong Kong Stock Exchange share placement. China Longyuan issued 572,100,000 new shares, raising $375 million. Hong Kong partner Tim Wang took the lead for Clifford Chance. Davis Polk & Wardwell partners Antony Dapiran and James Lin in Hong Kong, and Li He in Beijing, advised UBS AG and Morgan Stanley & Co International Plc. as placing agents.
Norton Rose is advising Rio Tinto Group on its $373 million stake sale in South Africa’s Palabora Mining to a consortium led by China’s Hebei Iron & Steel Group. London partner Raj Karia and Johannesburg-based director Alastair Dixon are lead counsels for Riot Tinto. Shenzhen-listed Hebei Iron led the other three buyers—Industrial Development Corporation of South Africa, General Nice Development and Tewoo Group—on the stake purchase. The consortium is being advised by Beijing-based law firm Jincheng, Tongda & Neal. South African firm Werksmans Attorneys, led by Johannesburg-based mining head Chris Stevens and director Greg Nott, also advised the buyers.
Hong Kong-based investment holding company FDS Networks Group Ltd. has announced it will purchase specialty chemicals maker Delta Advanced Materials Ltd. for $135 million. Singapore-listed FDS Network said it has entered into a conditional share placement agreement with Delta’s stakeholders, Chinese companies Best Winner Enterprises Ltd., New Hull Investment Co. Ltd. and individual shareholders Chao Xin, Shen Lei and Yan Hong. The holding company has engaged Stamford Law Corp. partner Lian Seng Yap for representation, while Chinese law firm Shanghai M-A Law Firm partner Richard Liu is acting for Delta.
SPT Energy Group Inc., a Chinese oilfield services provider, has placed an additional 190,000,000 new shares on the Hong Kong Stock Exchange, raising $71 million. Morrison & Foerster advised the issuer on U.S. and Hong Kong law. Davis Polk & Wardwell Hong Kong partners Paul Chow and James Lin is acting for Morgan Stanley & Co. International Plc. as placing agent.
Singapore
Singapore-based Odfjell Asia II Pte. Ltd., a company that deals in the transportation of chemicals, has established a $410 million Guaranteed Multicurrency Medium Term Note Programme. The program was arranged by DBS Bank Ltd. and The Hongkong and Shanghai Banking Corp. Ltd., which were advised by Allen & Gledhill partners Margaret Chin, Sunit Chhabra and Ong Kangxin. WongPartnership and Wikborg, Rein & Co. advised Odjfell.
Australia
Herbert Smith Freehills is advising Bupa Australia Health Pty. Ltd. on its proposed $370 million acquisition of Dental Corp., Australia and New Zealand’s largest dental group. Dental Corp. is 64 percent-owned by India’s Fortis Healthcare, with the remaining shares held by company employees. The deal, expected to be completed in March 2013, is subject to shareholder and regulatory approvals. The Herbert Smith Freehills team is led Sydney partners Bradley Russell and Andrew Rich, who are also working closely with Bupa’s general counsel Emma Zipper. Minter Ellison is advising Dental Corp.
Allens has advised Hassall Street Pty. Ltd., a joint venture between property developers Grosvenor Australia Investments Pty. Ltd. and Leighton Properties Pty. Ltd., on the sale of its newly developed Eclipse Tower in Sydney. Industry fund Retail Employees Superannuation Pty. Ltd. is buying the 19-story building for $167.5 million. Allens Syndey partner Victoria Holthouse acted for Hassall Street Pty. Ltd., while Norton Rose advised Retail Employees Superannuation.
Japan
Paul Hastings is representing CLSA Capital Partners, the alternative asset management arm of Asian brokerage and investment group CLSA Asia-Pacific Markets, on the $310 million sale of its Tokyo-based health supplement products marketing group Everlife Co. Ltd. to Korean company LG Household & Healthcare. The deal is subject to approvals and is expected to close early next year. Tokyo partners Hajime Kanagawa and Ted Johnson are advising CLSA. Seoul-based Lee & Ko is representing the buyer, one of Korea’s largest cosmetics company.
Southeast Asia
Clifford Chance is advising Japanese conglomerate Mitsui & Co. Ltd. on its $38 million investment in Thai sugar manufacturer and distributor Khonburi Sugar Public Co. Ltd. The investment, which will give Mitsui a 16.7 percent stake in Khonburi, is subject to shareholder approval. Tokyo partner Andrew Whan is representing Mitsui and its subsidiary, Mitsui Sugar Co. Ltd. Baker & McKenzie Bangkok office chairman Kitipong Urapeepatanapong is the lead counsel for Khonburi.
Email: jseah@alm.com.
*Correction, 12/21/12: A previous version of this story misstated the law firms advising on the initial public offerings of Silver Base Group, China Machinery Engineering Corp., and Wison Group. We regret the error.
