Asia Deal Digest: November 22, 2012
The Asian Lawyer
Drew & Napier
is advising Singapore-based real estate group Overseas Union Enterprise Ltd. on its $10.7 billion bid to acquire local conglomerate Fraser and Neave Ltd. Overseas Unions offer, the largest amount ever bid for a Singapore company, tops a $7.1 billion bid for F&N made over the summer by TCC Assets Ltd., an investment vehicle owned by Thai tycoon Chaoren Sirivadhanabhakdi. F&N is best-known in the region as a maker of food and beverages though it also has substantial publishing and property interests. Drew & Napier partners Gary Pryke and Ralph Lim led the firms work for Overseas Union. Stamford Law Corp.
partners Min-tze Lean and Lian Seng Yap are advising F&N. [Read full story]
Davis Polk & Wardwell
and King & Wood Mallesons
are advising on a planned $3.6 billion Hong Kong initial public offering by China state-owned insurance company Peoples Insurance Co. (Group) of China Ltd. Proceeds from the offering will be used to strengthen the companys capital and support business growth. Davis Polk Beijing partner Li He and Hong Kong partner Antony Dapiran are leading the firms team advising PICC on Hong Kong and U.S. law. King & Wood Mallesons Beijing partners Yang Xiaolei and Su Zheng are acting for the issuer on Chinese law. Slaughter and May
is representing underwriters including China International Capital Corp., Credit Suisse Group, Goldman Sachs Group Inc and HSBC Holdings Plc. [Read full story]
Freshfields Bruckhaus Deringer
is advising China Unicom [Hong Kong] Ltd. on its $1.9 billion acquisition of fixed-line and broadband network operator Unicom New Horizon Telecommunications Co. Ltd. from its parent company, state-owned China United Network Communications Group Co. Ltd. The deal is subject to regulatory and shareholder approvals, but is expected to close later this year. Freshfields team on the deal is being led by Hong Kong partners Teresa Ko and Grace Huang. Beijing-based Commerce & Finance Law Offices
is advising China Unicom on Chinese law. [Read full story]
Skadden, Arps, Slate, Meagher & Flom
has advised Chinese Internet search engine Baidu Inc. on its $1.5 billion debut debt issue. Baidus notes listed on the Singapore Exchange. The Nasdaq-listed issuer offered the notes in two tranches$750 million each of 2.25 percent, five-year debentures and 3.5 percent 10-year securities. Proceeds from the offering will be used to repay debt and other general corporate purposes. Skaddens team on the deal is being led by Hong Kong partners Julie Gao and Jonathan Stone. Beijing-based Han Kun Law Offices
acted as Chinese counsel. Maples and Calder
advised on Cayman Islands law. The underwritersJ.P. Morgan Securities and Goldman Sachs (Asia)are being represented by Davis Polk & Wardwell
Hong Kong partner James Lin with Jingtian and Gongcheng
advising on Chinese law. [Read full story]
Freshfields Bruckhaus Deringer has advised Sunshine Oilsands Ltd., a Calgary-based energy company backed by China Investment Corp. and China Petrochemical Corp., on its secondary listing on the Toronto Stock Exchange. Sunshine Oilsands is primarily focused on the development and production of oil sands in Alberta, Canada. The company will neither raise additional funds nor issue any new shares via its Toronto listing and will maintain its $579 million primary listing on the Hong Kong Stock Exchange. Freshfields is acting as Hong Kong counsel for the issuer and its team was led by Hong Kong partners Teresa Ko and Ken Martin. Canadian counsel for the Sunshine Oilsands is Vancouver-based McCarthy Tetrault.
Future Land Development, a Chinese property developer is planning to raise up to $328 million via an initial public offering in Hong Kong. Future Land focuses primarily on the development of quality residential properties and mixed-use complex projects. The cornerstone investorsGreenwoods Asset Management, Guangdong Finance Investment International and HNA Hong Kong Groupwill buy a combined $80 million worth of shares. Shearman & Sterling and Shenzhen-based Shu Jun Law Firm are advising the issuer. Shearman & Sterlings team is being led by Hong Kong partner Colin Law. Maples and Calder Hong Kong partner John Trehey is acting as offshore counsel.
Freshfields Bruckhaus Deringer is advising Beijing Jingneng Clean Energy Co. Ltd. on its proposed acquisitions of hydropower operators Sichuan Dachuan Power Co. Ltd. and Sichuan Zhongneng Power Co. Ltd. for a collective $295 million. The seller is Beijing Energy Investment Holding Co. Ltd. Beijing Jingneng, which is listed in Hong Kong, is a Chinese state-owned business which operates a diversified clean energy portfolio including gas-fired power, heat energy, wind power and hydropower operation. The Freshfields team is led by Beijing partner Richard Wang. According to Freshfields, the seller did not retain legal counsel for advice on the transaction.
Reed Smith Richards Butler and Commerce & Finance Law Offices are advising Shanghai property developer CIFI Holdings on a $250 million initial public offering on the Hong Kong Stock Exchange. The company is offering about 1.3 billion new shares, which represents almost 22 percent of the company's enlarged share capital. There is also a greenshoe option to issue an additional 15 percent of new shares. The company plans to use the proceeds to buy land and repay bank loans. Reed Smith Richards Butler Hong Kong partner Ivy Lai, Pittsburgh partner Ronald Francis, and New York partner Gerard DiFiore are advising CIFI on Hong Kong and U.S. law while Beijing-based Commerce & Finance is advising on Chinese law. Maples and Calders Hong Kong partner Christine Chang is acting as Cayman Islands counsel.
Fujian real estate developer China SCE Property Holdings Ltd. has issued $200 million worth of 11.5 percent senior notes due 2017 on the Hong Kong Stock Exchange. The issuer was advised by Paul Hastings partners Raymond Li, Vivian Lam and David Grimm on U.S. and Hong Kong law. Beijing-based Jingtian & Gongcheng advised China SCE on Chinese law while offshore firm Maples and Calder provided both British Virgin Islands and Cayman Islands law advice. Davis Polk & Wardwell partners William Barron in Hong Kong and John Paton in London, along with King & Wood Mallesons, advised Deutsche Bank AG. and The Hongkong and Shanghai Banking Corp. Ltd. as initial purchasers of the issue.
Deacons, Dorsey & Whitney, and Commerce & Finance Law Offices are advising Hong Kong restaurant chain Tsui Wah Holdings Ltd. on a planned $98 million initial public offering. Tsui Wah is offering about 330 million shares, which represents 25 percent of its enlarged share capital. Chinese private equity funds Capital Today and Prax Capital will each subscribe to $10 million worth of shares. Proceeds will be used for new restaurant openings locally and in China, and also for other working capital purposes. Deacons is advising the issuer on Hong Kong law while Dorsey & Whitney is acting as U.S. legal counsel. Commerce & Finance is providing Chinese law advice to the issuer while Conyers Dill & Pearman and Macanese firm Rato, Ling, Vong, Lei & Cortes Advogadoes are advising on Cayman Islands and Macau law, respectively.
has advised the Indonesian government on the establishment of a $3 billion Islamic bond, or sukuk, program, with an initial issue of $1 billion. Of the first sukuk issue, 30 percent was offered to institutional investors in the Middle East, 20 percent to Indonesia, 20 percent to the rest of Asia, 15 percent to Europe, and 12 percent to the U.S. The sukuk will mature in 10 years. Hong Kong Partner Ji Liu and Singapore of counsel Ferzana Haq led Norton Roses work on the program and the initial offering. Allen & Overy
advised underwriters Deutsche Bank, Hongkong and Shanghai Banking Corp. Ltd., and Standard Chartered Bank. [Read full story]
has acted for Total Access Communications Pcl., Thailands second-largest mobile phone carrier, in securing $1.3 billion in loan facilties. Total Access, majority owned by Norwegian telecommunications company Telenor, received about $1 billion in unsecured credit facilities from Bangkok Bank Plc. In addition, a syndicate of Japanese banks extended about $330 million to Total Access through an unsecured term loan. Bangkok partner Somboon Kitiyansub advised Total Access on the transaction. Thai firm Chandler & Thong-ek Law Offices
represented Bangkok Bank. Linklaters
acted for the Japanese banks, which included The Bank of Tokyo-Mitsubishi UFJ Ltd., Mizuho Corporate Bank Ltd., and Sumitomo Mitsui Banking Corp. [Read full story]
is advising French hypermarket operator Carrefour S.A. on the $673 million sale of its Indonesian division. CT Corp., an Indonesian conglomerate which also has agricultural, media, and financial businesses, is buying out Carrefours local operations. The Jakarta-based company already holds a 40-percent stake in Carrefour Indonesia. The deal, which is subject to Indonesian antitrust approval, is expected to close in January next year. Hong Kong partners Emma Davies and Peter Kilner are leading Clifford Chances work for Carrefour. Jakarta-based Hadiputranto, Hadinoto & Partners
is advising Carrefour on Indonesian law. Ashurst
, led by partners Dominic Gregory and Robert Watson in Hong Kong, is acting for CT Corp. [Read full story]
Cleary Gottlieb Steen & Hamilton
has advised the Export-Import Bank of Korea on a recent $1 billion bond issue. The three-year, dollar-denominated bonds were sold to institutional investors in Asia, the United States and Europe. Proceeds from the issuance will be used to provide financing at competitive rates for Korean companies competing in overseas markets. Hong Kong partner Jinduk Han led the transaction for Cleary, which advised Eximbank on U.S. law. Shin & Kim
Seoul partner Sunkyung Shin acted as Korean counsel for the issuer. Underwriters Deutsche Bank AG, Goldman Sachs International, J.P. Morgan Securities, Morgan Stanley & Co. International Plc., UBS AG, Daewoo Securities Co. Ltd., and U.S. Bancorp Investments Inc. were represented by Davis Polk & Wardwell
Hong Kong partner Eugene Gregor. [Read full story]
has advised government agency Main Roads Western Australia on its alliance agreement with a consortium of contractors on the expected $1 billion Gateway WA Perth Airport and Freight Access Project. The project will comprise a major upgrade of road, rail and air infrastructure in and around Perth. Main Roads is now in negotiations with the consortiumLeighton Contractors Pty. Ltd., Georgiou Group Pty. Ltd., GHD Pty. Ltd., AECOM Australia Pty. Ltd., and BG&E Pty. Ltd.to work out the final details of the contract before the end of the year. Allens Perth partner Michael Hollingdale and Melbourne partner Anthony Arrow acted for Main Roads WA on the agreement. In-house lawyers from Leighton Contractors led negotiations on behalf of the consortium. [Read full story]
Brisbane-based Texon Petroleum Ltd., which has most of its operations located in southern Texas, and Adelaide-based energy exploration company Sundance Energy Australia Ltd. have agreed to merge their businesses. The merger creates an oil and gas explorer and developer worth $100 million. Minter Ellison Brisbane partners Bruce Cowley, Gary Goldman and Franki Ganter advised Texon, with Baker Botts acting as U.S. counsel. Sundance was advised by Sydney-based Johnson Winter & Slattery partners John Keeves and Richard McMullan and Hogan Lovells Denver partner Howard Boigon.
Ashurst has advised Sydney oil and gas explorer and developer Drillsearch Energy Ltd. on a $52 million share issue on the Australian Securities Exchange. The capital raising, which was increased from an initially planned $11 million, was conducted via a placement of shares to institutional buyers. The proceeds of the offering will be used to fund the companys acquisition of Brisbane-based oil and gas explorer Acer Energy Ltd. Ashurst Sydney partner Bill Koeck led the firms team on the advice. The underwritersCBA Equities Ltd., UBS AG. and Wilson HTM Corporate Finance Ltd.were advised by Herbert Smith Freehills Sydney partner Philippa Stone.