Asia Deal Digest: January 23, 2014

, The Asian Lawyer

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Korea

Sullivan & Cromwell Hong Kong partner Michael DeSombre and New York partner Frank Aquila are advising Anheuser-Busch InBev on its $5.8 billion repurchase of South Korea’s Oriental Brewery Co. Ltd. from private equity firms KKR & Co. and Affinity Equity Partners. The deal, announced Monday, is the largest foreign acquisition ever in Korea in terms of value. The former InBev first acquired Oriental Brewery in 1998 but then sold it in 2009 to KKR for $1.8 billion as part of a deleveraging ahead of its $52 billion acquisition of American brewing giant Anheuser-Busch. KKR subsequently sold half its stake in Oriental Brewery to Affinity, an Asia-focused buyout firm. Simpson Thacher & Bartlett Hong Kong partner Mark Pflug is representing KKR and Affinity. Kim & Chang is acting as Korean counsel to both the buyer and sellers. [Read full story]

Cleary Gottlieb Steen & Hamilton Hong Kong partner Jinduk Han has advised the Export-Import Bank of Korea on a $1.5 billion note offering. The issue has been divided into one $750 million tranche of three-year bonds and another of 10-year bonds. The Korea Eximbank provides credit and loan facilities to Korean companies conducting overseas business. Korean firm Yoon & Yang acted for Eximbank as local counsel. Davis Polk & Wardwell Hong Kong partner Eugene Gregor led a team advising underwriters Barclays Bank plc., Citigroup Global Markets Inc., Deutsche Bank A.G., Singapore Branch, J.P. Morgan Securities, Merrill Lynch, Pierce, Fenner & Smith Inc., Société Générale S.A., U.S. Bancorp Investments Inc. and Woori Investment & Securities Co. Ltd. [Read full story]


Japan

Simpson Thacher & Bartlett is advising Mitsubishi Motors Corp. on a $2.5 billion share sale. The automaker is seeking to raise money to buy back the preferred shares issues to companies that helped bail it out a decade ago, following a scandal over concealed manufacturign defects. Tokyo partners David Sneider and Takahiro Saito are leading the Simpson Thacher team acting for Mitsubishi Motors. Mori Hamada & Matsumoto Tokyo partners Satoshi Nakamura, Koji Toshima and Kubota Shuhei are advising on Japanese law. Sullivan & Cromwell Tokyo partner Izumi Akai is representing underwriters Morgan Stanley, Nomura and Bank of American Merrill Lynch. Nagashima Ohno & Tsunematsu partner Hidetaka Nihara is serving as Japanese counsel to the banks.[Read full story]

Clifford Chance Tokyo partner Andrew Whan and Tatsuhiko Kamiyama have advised Shanghai-based low-cost carrier Spring Airlines Co. Ltd. on setting up a $14 million Japanese joint venture, Spring Airlines Japan Co. Ltd. Spring Airlines will hold 33 percent of SAJ, with the remainder held by Japanese investors. With a fleet of 20 Boeing 737 aircrafts, SAJ will fly to Japanese cities Saga, Takamatsu and Ibaraki while pending license to fly to Tokyo.


Singapore

WongPartnership Singapore partners Ng Wai King, Chan Sing Yee and Carol Anne Tan have advised a subsidiary of Australia’s Perennial Real Estate Holdings Pte. Ltd. on a $759 million acquisition of a commercial and business complex from Singaporean property investment firm Pacific Star Holdings Ltd. TripleOne Somerset is a high-rise commercial building with office and retail space located in Singapore’s popular Orchard district. Allen & Gledhill Singapore partners Lim Mei, Sharon Wee, Tan Yah Piang and Tham Hsu Hsien advised Pacific Star.

Rajah & Tann Singapore partners Soh Chai Lih and Lawrence Tan are advising Singapore’s United Engineers Ltd. on a proposed $421 million buyout of WBL Corp., a property developer and automobile dealer. As part of the offer, UE Centennial Venture Pte. Ltd., a wholly owned subsidiary of UE, will buy all the issued ordinary shares and outstanding convertible bonds of WBL and delist the company from the Singapore Securities Exchange. The deal is expected to close in February. Last May, UE paid $725 million for a majority stake in WBL and now controls 96 percent of the company. WongPartnership Singapore partners Ng Wai King and Chan Sing Yee are advising WBL.

Rodyk & Davidson has advised a syndicate led by ABN AMRO Bank N.V. Singapore Branch on a $120 million loan to Singapore-based Green Eagle Holdings Pte Ltd., an oil palm plantation company jointly owned by Louis Dreyfus Commodities Asia Pte. Ltd. and Indonesia’s PT Rajawali Corp. Darma Legal acted for the lenders as Indonesian counsel. Norton Rose Fulbright Singapore partners Nick Merritt and Yu-En Ong are advising Green Eagle, along with Jakarta partner Tasdikiah Siregar of Susandarini & Partners, Norton Rose Fulbright’s Indonesian associate firm.

Allen & Gledhill Singapore partners Andrew Lim, Hilary Low and Daren Shiau have advised Singapore Airlines Ltd. on its $38 million acquisition of a 7.3 percent interest in Tiger Airways Holdings Ltd. from two subsidiaries of Temasek Holdings Pte. Ltd.  Singapore Airlines will now hold 40 percent of Tigerair, a budget carrier focusing on destinations in Southeast Asia, Australia, China and India. No external counsel was hired on the seller’s side.

Rajah & Tann Singapore partner Howard Cheam has advised EuroSports Auto Pte. Ltd. on a $17.2 million initial public offering on the Singapore Securities Exchange. EuroSports, a luxury automobile dealer, will use the proceeds to expand retail distribution in Singapore and other markets. Rajah & Tann Kuala Lumpur associate firm Christopher & Lee Ong partner Kelvin Kho advised the issuer on Malaysian law. RHTLaw Taylor Wessing advised sponsor CIMB Bank Berhad Singapore branch and underwriter CIMB Securities (Singapore) Pte. Ltd.

Rajah & Tann Singapore partners Goh Kian Hwee, Serene Yeo and Cynthia Goh are advising AusGroup Ltd. on a $12.6 million share placement. The Perth-based construction service provider issued an aggregate of 96.1 million new ordinary shares at $0.13 apiece for the purpose of increasing working capital and as collateral for future bond issuance, according to documents filed with the Singapore Securities Exchange. Drew & Napier Singapore director Lam Shiao Ning advised placement agent DBS Bank Ltd.


China/Hong Kong

Linklaters Hong Kong partner Robert Cleaver has advised Jardine Strategic Holdings Ltd. on its $729 million investment in Chinese automobile retailer Zhongsheng Group Holdings Ltd. According to documents filed with the Hong Kong Stock Exchange, Jardine Strategic, the investment arm of Hong Kong conglomerate Jardine Matheson Ltd., will pay $331 million to buy 12.5 percent of Zhongsheng’s existing share capital, and subscribe for a further $398 million in three-year convertible bonds. Jardine Strategic will hold up to 20 percent of Zhongsheng after converting the bonds. Freshfields Bruckhaus Deringer Beijing partner Richard Wang and Hong Kong counsel Bing Guan led a team advising Zhongsheng. [Read full story]

King & Wood Mallesons has advised Livzon Pharmaceutical Group Inc. on a $548 million Hong Kong initial public offering. The Zhuhai-based pharmaceutical company said in a filing with the Hong Kong Stock Exchange that listing in Hong Kong will allow more liquidity of its shares and higher market value of the stock. Paul Hastings Hong Kong partners Raymond Li, Sammy Li and Zhaoyu Ren advised underwriter Guosen Securities (HK) Capital Co. Ltd.

Davis Polk & Wardwell Hong Kong partner Paul Chow has advised sovereign wealth fund China Investment Corp. on a $402 million sale of shares in GCL-Poly Energy Holdings Ltd, a maker of polysilicon used in solar cell production. Chengdong Investment Corp., a unit of CIC, sold 1.2 billion shares at $0.33 apiece. The sale reduced CIC’s interest in GCL-Poly to 4.57 percent from 12.3 percent, according to a regulatory filing.

Paul, Weiss, Rifkind, Wharton & Garrison Hong Kong partner Jeanette Chan and counsel Corinna Yu have advised Tencent Inc. on a $193 million investment in China South City Holdings Ltd., a Shenzhen-based logistics and warehouse operator. China South City will provide warehousing and logistics support to Tencent’s e-commerce business with small and medium enterprises and online stores for branded goods. Reed Smith advised China South City.

Herbert Smith Freehills Singapore partner Adrian Cheng has advised The Hongkong and Shanghai Banking Corp. Ltd. and Standard Chartered Bank on a $100 million loan facility to AAG Energy Ltd., a Beijing-based energy company focusing on extracting natural gas from coal beds. The loan will be used to develop and operate a project in China's coal-rich Shanxi province. Along with Cheng, Herbert Smith Freehills Beijing partner Monica Sun and Hong Kong partner Alexander Aitken also advised the banks, with Global Law Office acting as Chinese counsel. Walkers advised the lenders as Cayman Islands and British Virgin Islands counsel. White & Case advised AAG.

Chiu & Partners Hong Kong partners Grace Chan and Susana Lee have advised Nanjing Sinolife United Co. Ltd. on a $60.6 million initial public offering in Hong Kong. The Chinese nutritional supplement maker will use the proceeds to expand production facilities and finance marketing campaigns for two of its brands. Nanjing-based firm Yongheng Partners advised Nanjing Sinolife on Chinese law, with Longton Legal and Bell Gully as Australian and New Zealand counsel, respectively. Morrison & Foerster Hong Kong partner Gregory Wang advised underwriter BOCOM International Securities Ltd. with Jingtian & Gongcheng Beijing partner Wu Hu as Chinese counsel.

Orrick, Herrington & Sutcliffe Hong Kong partner Edwin Luk has advised Miko International Holdings Ltd. on a $54.1 million initial public offering in Hong Kong. Miko, a Shanghai-based retailer of children’s apparel, will use the proceeds to expand its retail network in China and build a research and development center in Shanghai, according to documents filed with the Hong Kong Stock Exchange. Jingtian & Gongcheng Beijing partner Liang Chunwei advised Miko on Chinese law, with Conyers Dill & Pearman as Cayman Islands counsel. Morrison & Foerster Hong Kong partner Ven Tan advised underwriters CCB International Capital Ltd. and China Galaxy International Securities (Hong Kong) Co. Ltd.

Li & Partners has advised Hong Kong night club operator Magnum Entertainment Group Holdings Ltd. on a $16.2 million listing on the Hong Kong Stock Exchange. Magnum will use half of the proceeds to open new club Zentral in Hong Kong’s Lan Kwai Fong nightlife district, while the remainder will be used for a marketing campaign and research into further expansion in Hong Kong, China and Southeast Asia. DLA Piper Hong Kong partner Mike Suen advised underwriters Anglo Chinese Securities Ltd. and BOCOM International Securities Ltd.


Southeast Asia

Linklaters Bangkok partner Wilailuk Okanurak and Hong Kong partner Jeremy Webb have advised Thailand’s Charoen Pokphand Foods Public Co. Ltd. on a $290 million bond issue. A listed subsidiary of Thai conglomerate Charoen Pokphand Group, CP Foods is one of Thailand’s largest agribusiness companies. The bonds are exchangeable into shares of CP All Public Co. Ltd., Thailand’s largest convenience store operator. Latham & Watkins advised underwriters Bank of America Merrill Lynch and Phatra Securities Public Co. Ltd. with a team led by Singapore partner Michael Sturrock and Hong Kong counsel Posit Laohaphan and that also included London partners Lene Malthasen and Oliver Browne and Paris partner Thomas Vogel.


Australia

Allens Perth partners Michael Hollingdale, Tracey Greenaway and Ted Hill and Sydney partner Marc Kemp advised Australian energy investment firm Duet Group on a $158 million joint venture with Canadian power generator TransAlta Corp. As part of the agreement, Duet’s subsidiary DBP Development Group and TransAlta’s unit TEC Pilbara Pty. Ltd. will respectively hold 57 percent and 43 percent in a venture that will build a 270 kilometer natural gas pipeline in Western Australia. Squire Sanders Perth partner Duncan Maclean advised TransAlta.
 
Johnson Winter & Slattery Sydney partner Jeremy Davis has advised a subsidiary of Phoenix-based private education company Apollo Education Group Inc. on its acquisition of a 70 percent interest in online education company Open Colleges Australia Pty. Ltd. for up to $145.5 million. Apollo will pay $98.5 million in cash up front and up to $47 million in contingent payments based on 2014 operating results. Apollo has the option to purchase the remaining 30 percent of Open Colleges in the future. K&L Gates Sydney partner Russell Lyons advised shareholders of Open Colleges.

Allens Sydney partner Nicholas Cowie has advised Wilson Parking Australia 1992 Pty. Ltd. on a $71 million acquisition of Sydney Opera House Car Park, which was previously a government property. The 11-story car park provides 1,176 spaces that are used by some 750,000 vehicles every year.

Herbert Smith Freehills Melbourne partner Michael Ziegelaar, Singapore partner Nicola Yeomans and Hong Kong partner Matt Emsley have advised Australia e-commerce company iBuy Group Ltd. on a $32.8 million initial public offering and listing on the Australian Securities Exchange. According the documents filed with ASX, iBuy will use the proceeds to pay off debts and fund a future marketing campaign. Underwriter Canaccord Genuity (Australia) Ltd. did not hire external counsel.

Email: azhang@alm.com.

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