Asia Deal Digest: January 30, 2014

, The Asian Lawyer

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Southeast Asia

Stephenson Harwood Singapore partner Paul Ng is advising Vietnamese budget carrier VietJet Aviation Joint Stock Co., or VietJetAir, on a $9 billion order for up to 92 Airbus aircraft. Launched in 2007, Ho Chi Minh City–based VietJetAir is the first privately owned airline in Vietnam. According to Reuters, the order, which will be finalized in February, includes firm orders for 62 Airbus A320s and options for an additional 30 of the narrow-body passenger jets. VietJetAir currently operates a fleet of 11 A320s on 11 domestic routes and one international flight to Bangkok. Airbus handled the transaction in-house. [Read full story]

Kuala Lumpur–based firm Adnan, Sundra & Low has advised Malaysian investment bank Affin Holdings Bhd. on a $390 million acquisition of the investment banking, asset management and futures divisions of Hwang-DBS (Malaysia) Bhd. Kuala Lumpur partners Lim Teong Sit, Moy Pui Yee and Ho Wei Lih at Rahmat Lim & Partners advised Hwang-DBS.

Morrison & Foerster Singapore partner Jake Robson is advising insurance group ACE Ltd. on a proposed $185 million acquisition of a 60.9 percent stake in insurer Siam Commercial Samaggi Insurance Public Co. Ltd. from Siam Commercial Bank Public Co. Ltd. In a press release, ACE said it will make a mandatory tender offer for the remaining 39.1 percent of Siam Commercial Samaggi Insurance after the transaction completes in the second quarter of 2014. Baker & McKenzie Bangkok partners Pornapa Thaicharoen, Thananan Sangnuan and Ampika Kumar advised ACE as Thai counsel. Partner Weerawong Chittmittrapap at Bangkok-based Weerawong, Chinnavat & Peangpanor advised Siam Commercial Bank.

Rahmat Lim & Partners Kuala Lumpur partners Moy Pui Yee, Lee Yee Ling and Ong Boo Seng have advised Thai developer Central Pattana Public Co. Ltd. on a $174 million joint venture with Malaysian property group I-Berhad. As part of the agreement, Central Pattana and I-Berhad will respectively hold 60 percent and 40 percent stakes in a project to codevelop a commercial complex at i-City, an office and retail district in Malaysia’s Selangor state. Kuala Lumpur firm Cheong Kee Fong & Co. advised I-Berhad.


Korea

Sullivan & Cromwell London partner George White has advised Anheuser-Busch InBev N.V. on a $5.25 billion bond offering to finance its acquisition of South Korea’s Oriental Brewery Co. Ltd. A week ago, AB InBev announced it was buying back Oriental Brewery, maker of popular Korean beer brands including Cass and OB Golden Lager, for $5.8 billion from private equity firms KKR & Co. and Affinity Equity Partners. The former InBev first acquired Oriental Brewery in 1998 but then sold it in 2009 to KKR for $1.8 billion. The bond issue to finance AB InBev’s reacquisition will be divided into six tranches, with maturities ranging from three to 30 years. Allen & Overy London partner Adam Kupitz is advising underwriters Barclays Plc, Bank of America Corp., Deutsche Bank A.G., JPMorgan Chase & Co. and Royal Bank of Scotland Group Plc. [Read full story]


China/Hong Kong

Weil, Gotshal & Manges is advising Lenovo Group Ltd. on its proposed $2.91 billion acquisition of Google Inc.’s Motorola Mobility smartphone unit. The deal is subject to regulatory approval, including a possible review by the Committee on Foreign Investment in the United States, which can recommend that the president reject foreign acquisitions on national security grounds. If approved, the acquisition of Motorola Mobility will make Lenovo the world’s third-largest maker of smartphones, after Samsung Electronics Co. and Apple Inc. Weil Hong Kong partner Henry Ong and Silicon Valley partners Keith Flaum and Richard Climan are leading a team representing Lenovo that includes Silicon Valley partners John Brockland and Gabriel Gregson, New York partners Jeffrey Osterman, Helyn Goldstein and Paul Wessel and Washington, D.C., partner John Scribner. Cleary Gottlieb Steen & Hamilton is advising Google. [Read full story]

Cleary Gottlieb Steen & Hamilton New York partners Christopher Austin and Glenn McGrory and Hong Kong partner Freeman Chan have advised Chinese computer maker Lenovo Group Ltd. on its $2.3 billion acquisition of International Business Machines Corp.’s low-end server business. The acquisition is the biggest ever made by a Chinese technology company. According to regulatory filings, Lenovo will pay $2.07 billion in cash and issue 182 million shares to IBM for X86 Server hardware and related maintenance services business. Cravath, Swaine & Moore New York partners George Schoen, Jennifer Conway, J. Leonard Teti II and Matthew Morreale advised IBM. [Read full story]

Wilson Sonsini Goodrich & Rosati Hong Kong partners Weiheng Cheng and Zhan Chen have advised China’s Shanda Interactive Entertainment Ltd. on a proposed $1.9 billion take-private bid of video game developer Shanda Games Ltd. Nasdaq-listed Shanda Games, which developed the popular Chinese online game World of Legend, is majority-owned by Shanda Interactive, which was itself taken private in a $2.3 billion transaction in 2011. Shanda Interactive and Beijing-based investment firm Primavera Capital Ltd. currently own 76.2 percent of Shanda Games and have offered to acquire the outstanding shares for $3.45 per share. Latham & Watkins Hong Kong partner Tim Gardner is advising Primavera Capital. Davis Polk & Wardwell is advising Shanda Games. [Read full story]

Linklaters has advised China Shipping Overseas Finance Ltd. on a $500 million 4.25 percent five-year notes offer. China Shipping Overseas Finance is wholly owned by China Shipping (Group) Co., a state-owned shipping conglomerate based in Shanghai. Maples and Calder Hong Kong partner Jenny Nip acted for the issuer as British Virgin Islands counsel. Clifford Chance Hong Kong partner Connie Heng advised underwriters Australia and New Zealand Banking Group Ltd., Bank of China Ltd., Bank of Communications Co. Ltd. Hong Kong Branch, Barclays Bank plc., DBS Bank Ltd., Deutsche Bank A.G. Singapore Branch, ING Bank N.V. Singapore Branch and Merrill Lynch International.

Mayer Brown JSM Hong Kong partners Jeckle Chiu and Phill Smith have advised China Overseas Grand Oceans Group Ltd. on a $400 million five-year guaranteed notes offering. The Hong Kong–based property developer will use the proceeds to pay off debts and finance new and existing projects, according to regulatory filings. Paul Hastings Hong Kong partners Raymond Li and David Grimm advised underwriters Merrill Lynch International, UBS A.G., DBS Bank Ltd., ICBC International Securities Ltd. and Macquarie Capital Securities Ltd.

Sidley Austin Hong Kong partner Matthew Sheridan has advised Fantasia Holdings Group Co. Ltd. on a $300 million 10.625 percent five-year senior notes offer. The Shenzhen-based property developer will use the proceeds to pay off debts and finance existing and new real estate projects in China. King & Wood Mallesons advised Fantasia on Chinese law, while Conyers Dill & Pearman acted as British Virgin Islands and Cayman Islands counsel. Davis Polk & Wardwell Hong Kong partner Eugene Gregor advised underwriters Citigroup Global Markets Ltd., Merrill Lynch International, BNP Paribas Hong Kong Branch and The Hongkong and Shanghai Banking Corp. Ltd. Commerce and Finance Law Offices advised the banks on Chinese law.

Paul Hastings Hong Kong partners Raymond Li and David Grimm have advised Yuzhou Properties Co. Ltd. on a $300 million 8.625 percent five-year senior notes offer. The Xiamen-based property developer will use the proceeds to pay off debts and finance new residential and commercial development projects. Skadden, Arps, Slate, Meagher & Flom Hong Kong partner Edward Lam advised underwriters BOCI Asia Ltd., Citigroup Global Markets Ltd., Deutsche Bank A.G. Singapore Branch and The Hongkong and Shanghai Banking Corp. Ltd.

Davis Polk & Wardwell Hong Kong partner Paul Chow has advised a subsidiary of Shanghai-based property developer Greenland Holding Group Co. Ltd. on a $248 million Renminbi-denominated four-year bonds offer. Greenland will use the proceeds for general corporate purposes, according to documents filed with the Hong Kong Stock Exchange. Conyers Dill & Pearman advised Greenland on Cayman Islands law. Linklaters acted for underwriter Goldman Sachs (Asia) with Commerce and Finance Law Offices as Chinese counsel.

Sidley Austin Hong Kong partner Alexander Lloyd has advised CIFI Holdings (Group) Co. Ltd. on a $200 million 8.875 percent five-year senior notes offer. The Shanghai-based property developer will use the proceeds to pay off debts and finance new land acquisition in China. Maples and Calder Hong Kong partner Christine Chang acted for CIFI Holdings as Cayman Islands and British Virgin Islands counsel. Davis Polk & Wardwell Hong Kong partner William Barron advised underwriters Standard Chartered Bank, Citigroup Global Markets Limited, Deutsche Bank A.G. Singapore Branch, The Hong Kong and Shanghai Banking Corp. Ltd. and Haitong International Securities Co. Ltd. Mayer Brown JSM acted for trustee Citicorp International Ltd.

Freshfields Bruckhaus Deringer Hong Kong partners Teresa Ko and Edward Freeman have advised Alibaba Group Holding Ltd. and Yunfeng Capital on a $171 million joint investment in Citic 21CN Co., a unit of Citic Group Corp. that engages in software development and services for drug authentication, tracking and logistics. As part of the deal, Perfect Advance Holding Ltd., a wholly owned subsidiary of Alibaba, will buy a 54.3 percent stake in Citic 21CN at a price of $0.04 per share; and Yunfeng Capital, a private equity firm cofounded by Alibaba chairman Jack Ma, will then buy a 29.8 percent stake in Perfect Advance. Alibaba said it will develop a pharmaceutical-product information platform using e-commerce and cloud computing technology and Citic 21CN’s drug data. Berwin Leighton Paisner Hong Kong partner Mark Chan advised Citic 21CN.

Linklaters has advised Uni-President China Holdings Ltd. on a $165 million Renminbi-denominated three-year notes offering in Hong Kong. Uni-President China is a Shanghai-based soft drink and instant noodle maker and the Chinese mainland unit of Taiwanese food processor Uni-President Enterprises Corp. The company will use the proceeds to increase working capital, according to documents filed with the Hong Kong Stock Exchange. Chen & Lin Attorneys-at-Law and Global Law Office acted for Uni-President as Taiwanese and Chinese mainland counsel respectively. Walkers acted as Cayman Islands counsel for Uni-President.

Shearman & Sterling Hong Kong partner Shuang Zhao has advised JinkoSolar Holding Co. Ltd. on a $150 million five-year convertible senior notes offer. New York Stock Exchange–listed JinkoSolar operates solar cell productions in China’s Zhejiang and Jiangxi provinces. The company says proceeds will be used for general corporate purposes, including expanding manufacturing capacity and developing new solar power projects. Maples and Calder Hong Kong partner Greg Knowles acted for JinkoSolar as Cayman Islands counsel. Kirkland & Ellis Hong Kong partners David Zhang, Benjamin Su and Angela Russo advised sole underwriter Credit Suisse Securities (USA).

Wilson Sonsini Goodrich & Rosati has advised Honworld Group Ltd. on a $115 million initial public offering and listing in Hong Kong. Zhejiang-based Honworld is China’s largest maker of cooking wine, usually brewed from rice. The company will use the proceeds to buy rice, increase production facilities and expand its retail network. Chen & Associates and Kai Tong Law Firm acted for Honworld as Hong Kong and Chinese counsel, respectively. Conyers Dill & Pearman advised the issuer on Cayman Islands law. Simpson Thacher & Bartlett Hong Kong partners Chris Wong and Leiming Chen advised underwriters Macquarie Capital Securities Ltd. and First Shanghai Securities Ltd.

Kirkland & Ellis Hong Kong partners Nicholas Norris and Steven Tran have advised TPV Technology Ltd. on the acquisition of the remaining 30 percent stake in joint venture TP Vision with Koninklijke Philips N.V. Amsterdam-based TP Vision manufactures and markets Philips-branded TV sets in Europe, Asia and South America. In 2012 Philips sold 70 percent of TP Vision to Hong Kong–listed TPV Technology. According to a regulatory filing, Philips will transfer the stakes for a deferred purchase price, a similar arrangement with the 2012 sale. Philips will claim the combined payments, subject to a cap of $375 million, in March 2018. As part of the agreement, TPV Technology’s minimum annual royalty to Philips will be reduced from $68 million to $55 million. Dutch firm De Brauw Blackstone Westbroek Amsterdam partner Gaby Smeenk advised Philips.


Singapore

WongPartnership has advised Chip Eng Seng Corp. Ltd. on a $392 million multicurrency debt program. The Singapore-based construction and real estate company will use the proceeds for general corporate purposes. Allen & Gledhill Singapore partners Au Huey Ling and Ong Kangxin advised underwriter DBS Bank Ltd. and trustee DBS Trustee Ltd.


Mongolia

Mayer Brown JSM Hong Kong partner Jason Elder has advised the Trade and Development Bank of Mongolia on a $116 million three-year Renminbi-denominated bond offering, the country’s first such offshore issue. The bank plans to use the proceeds for general lending and investment purposes. Allen & Overy Hong Kong partner Walter Son advised underwriters CLSA Singapore Pte. Ltd., Deutsche Bank A.G. Singapore Branch and ING Bank N.V. Singapore Branch.

Email: azhang@alm.com.

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