Asia Deal Digest: January 10, 2013

 

 

Mayer Brown JSM, Simpson Thacher & Bartlett, WongPartnership, and Allen & Gledhill have taken the lead on a $1.2 billion acquisition of Singapore-listed shipbuilder STX OSV Holdings Ltd. by Italy’s Fincantieri SpA. STX OSV parent STX Europe has agreed to sell a 51 percent stake in the company, which builds vessels for the oil and gas exploration and services industries, for $600 million. Upon completion of that transaction in the first quarter, Fincantieri will launch a mandatory cash offer for the remaining shares equal to about $600 million. Mayer Brown JSM Singapore senior associate Andrew Pannell and Allen & Gledhill partner Christopher Koh acted for Fincantieri, while Simpson Thacher Hong Kong partner Jin Hyuk Park and WongPartnership partners Dawn Law, Pong Chen Yih, and Christy Lim represented STX Europe. Wikborg Rein Oslo partner Ketil E. Bøe also acted for STX Europe. WongPartnership partners Mark Choy and Kenneth Leong advised STX OSV.
 

Singapore property developer Keppel Land Ltd. and subsidiary Keppel Land Financial Services Pte. Ltd. have established a $3 billion multicurrency medium-term note program, $250 million of which was issued by the latter company in early December. The money raised will be used to refinance existing debts, finance potential acquisitions, and for general corporate and working capital purposes. Allen & Gledhill partners Margaret Chin, Ong Kangxin, and Sunit Chhabra advised Keppel Land and its subsidiary on the establishment of the program. Allen & Overy acted for joint arrangers The HongKong and Shanghai Banking Corp. Ltd., Standard Chartered Bank, and DBS Bank Ltd.
 

Ashurst represented Singapore-listed AVIC International Investments Ltd. on its near $42 million acquisition of Finnish maritime design and engineering company Deltamarin Ltd. Hong Kong partner Jackson Woo advised AVIC, which is a subsidiary of state-owned Aviation Industry Corporation of China. Stamford Law Corp. partner Yap Lian Seng and Finnish firm Krogerus acted for AVIC in matters of local law. Helsinki’s Hannes Snellman advised Deltamarin.

 

A consortium of companies led by South Korean steel giant POSCO and Taiwan-based China Steel Corp. is investing $1.1 billion for a 15 percent stake in the Canadian iron ore business of Luxembourg-based ArcelorMittal S.A., one of the world’s largest steel producers. The deal will create a joint venture between the buyers and AcelorMittal Mines Canada that will control iron ore mining assets in Eastern Canada’s Labrador Trough. Korean firm Kim & Chang, led by Seoul partner Jason Lee, is advising the investors. Montreal-based Osler, Hoskin & Harcourt partner Shahir Guindi is also acting for the consortium. ArcelorMittal is being advised by a Shearman & Sterling team led by partners George Casey and George Karafotias in New York and London, respectively. Norton Rose is also advising both ArcelorMittal and its Canadian subsidiary, ArcelorMittal Mines Canada. Partner Dawn Whittaker is leading a team that includes other Toronto partners Eric Reither, Robert Eberschlag, and Janet Howard. Montreal-based partner Robert Borduas is leading another Norton Rose team advising ArcelorMittal Mines Canada on the deal. [Read full story]

 

Herbert Smith Freehills has advised Hong Kong–listed China Agri-Industries Holdings Ltd. on its $526 million rights issue. The Chinese agribusiness and food-processing company, a member of state-owned COFCO Group, has issued 1.3 billion rights shares to qualifying stakeholders in order to strengthen its capital position and optimize its capital structure. Beijing partner Tom Chau and Hong Kong partner Kevin Roy represented the company. COFCO Group acted as underwriter for its subsidiary’s issue, using in-house counsel on the deal.
 

Sinochem Group subsidiary Greatpart Ltd. has reduced its stake in financial leasing company Far East Horizon Ltd. to about 28 percent from about 39 percent via a $276 million share placement. Greatpart placed nearly 375 million shares of Far East Horizon with investors through UBS AG. Paul Hastings Hong Kong partners Vivian Lam and Catherine Tsang advised Greatpart on the transaction, while UBS handled its part of the deal in-house.
 

Paul Hasting has acted for Guangdong Nan Yue Logistics Co. Ltd. in its $78 million purchase of Guangdong Vehicles Transportation Group Co. Ltd., a subsidiary of state-owned infrastructure and logistic company Guangdong Provincial Communication Group Co. Ltd. Hong Kong partner and Greater China chair Raymond Li advised Nan Yue on the asset-swap arrangement, with Jun He serving as PRC counsel. JiaYuan Law Offices advised Guangdong Provincial Communication.
 

AutoTrader Group Inc., operator of the largest online autos market in the United States, has purchased about 22 percent of Chinese Internet auto sales website Bitauto Holdings Ltd. for $58.5 million.* At the same time, Bitauto’s senior management—chairman and CEO William Bin Li, president Jingning Shao, chief financial officer Andy Xuan Zhang, and senior vice president Weihai Qu—have agreed to acquire 2.4 percent of the company for $6.5 million. Weil, Gotshal & Manges Shanghai partner Anthony Wang served as lead counsel for AutoTrader Group, while Skadden, Arps, Slate, Meagher & Flom Hong Kong partners Julie Gao and Michael Gisser acted for Bitauto and its executives.

 

Mitsui & Co. Ltd. has acquired a 30 percent stake in Spanish auto parts maker Gestamp Automoción’s North and South American operations for $391.4 million. The deal includes 15 of Gestamp’s plants in the United States, Mexico, Brazil, and Argentina. Sullivan & Cromwell New York partners Christopher Mann and Matthew Hurd led a team of 12 other partners, special counsel, and associates in New York and London that advised Mitsui & Co. López Velarde, Heftye y Soria; Pinheiro Neto Advogados; Mitrani Caballero Ojam & Ruiz Moreno; and Uría Menéndez served as Mexico, Brazil, Argentina, and Spain counsel to Mitsui, respectively. Birmingham, Alabama–based Burr & Forman represented Gestamp, with partner Gene Price taking the lead for the firm.

 

Bank of Queensland Ltd. has raised $315.3 million through the sale of convertible preference shares on the Australian Securities Exchange, a move to strengthen the bank’s balance sheet and raise funds for general corporate purposes. Clayton Utz Brisbane partner Tim Reid led the team that advised Bank of Queensland on the transaction. King & Wood Mallesons Melbourne partners Ian Paterson and Joseph Muraca acted for joint lead managers Commonwealth Bank of Australia, Merrill Lynch International (Australia) Ltd., National Australia Bank Ltd., and RBS Morgans Ltd.
 

Clayton Utz has advised data center provider NEXTDC Ltd. on the $120.9 million initial public offering of Asia Pacific Data Center Group, a real estate investment trust comprising some of the NEXTDC’s data center properties in Melbourne, Sydney, and Perth. Brisbane-based partners Tony Lalor, Tim Reid, and Michael Richardson took the lead for Clayton Utz, while Allens represented underwriters RBS Morgans Corporate Ltd. and Evans & Partners Pty Ltd.

 

KKR & Co. has decided to invest another $200 million in Vietnamese food and beverage company Masan Consumer Corp. The private equity giant first bought a 10 percent stake in Masan, a division of conglomerate Masan Group Corp., for $159 million in April 2011. KKR did not disclose what its stake in the company will be following its latest investment. Simpson Thacher & Bartlett Hong Kong partner Kathryn Sudol advised KKR on the transaction, with Vietnam International Law Firm serving as local counsel. Milbank, Tweed, Hadley & McCloy Singapore managing partner David Zemans acted for Masan with help from local firm YKVN Lawyers.
 

Norton Rose has acted for a syndicate of banks that included Bank of Tokyo–Mitsubishi UFJ and The Hongkong and Shanghai Banking Corp. Ltd. on a $183.6 million Islamic finance facility to Brunei Gas Carriers Sdn. Bhd. The majority state-owned Brunei Darussalam shipping company, which serves the tiny nation’s liquefied natural gas industry, will use the money to purchase its fifth LNG carrier. Norton Rose represented financiers Bank of Tokyo and HSBC, as well as Bank Islam Brunei Darussalam Bhd. and Sumitomo Mitsui Banking Corp. Europe Ltd. Watson, Farley & Williams Singapore partner Simon Petch advised Brunei Gas Carriers.
 

Philippines conglomerate Ayala Corp. has agreed to purchase a 17 percent interest in GNPower Mariveles Coal Plant Ltd. Co. from Boston-based private equity company Denham Capital for $155 million. The deal for GNPower, which runs a 600-megawatt plant located in the country’s Bataan province, is subject to lender’s consent and other customary closing conditions. Paul Hastings Hong Kong partners Patricia Tan Openshaw and Derek Roth acted for Ayala Corp. Latham & Watkins Tokyo partner Michael Yoshii represented Denham Capital.

 

Partners Ajay Bahl and Anil Kasturi of AZB & Partners advised Honeywell Automation India Ltd., the Indian subsidiary of American manufacturing conglomerate Honeywell International Inc., on a $25.4 million share sale on the National Stock Exchange. Deutsche Equities India Private Ltd., the financial adviser on the sale, was represented by Herbert Smith Freehills senior associate Siddhartha Sivaramakrishnan and legal manager Yuji Huang, both based in Singapore, as well as Amarchand & Mangaldas & Suresh A Shroff & Co. Mumbai partners Yash Ashar and Gaurav Gupte.