Asia Deal Digest: November 14, 2013

, The Asian Lawyer


China/Hong Kong

Vinson & Elkins is advising China National Petroleum Corp. on its $2.6 billion purchase of three oil and gas fields in Peru from Petroleo Brasileiro SA. The two state-run companies—also respectively known as also known as PetroChina and Petrobras—are conducting the deal through subsidiaries. The acquisition is subject to regulatory approval, and no timeline was given for when it was expected to close. Moscow partner Rob Patterson and Beijing partner Jay Kolb are leading the Vinson & Elkins team acting for PetroChina. Miranda & Amado Abogados and Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados are acting as Peruvian and Brazilian counsel, respectively, for the Chinese company. Petrobras used in-house counsel in its negotiations with PetroChina. [Read full story]

Sidley Austin is advising Chinese property developer Evergrande Real Estate Group Ltd. on two bond issuances totaling $1.5 billion. The Hong Kong Stock Exchange-listed company, which focuses on residential real estate projects on the mainland, is raising the money in order to refinance existing debt. Evergrande sold an initial tranche of $1 billion worth of U.S. dollar-denominated bonds in Hong Kong on Oct. 31 and is awaiting permission to list the final $500 million on the stock exchange as well. Hong Kong partner Timothy Li is acting for Evergrande on the issuance. Davis Polk & Wardwell Hong Kong partner William Barron is representing underwriters Goldman Sachs (Asia), J.P. Morgan Securities Plc., Deutsche Bank AG, and China Merchants Securities (HK) Ltd. [Read full story]

Morrison & Foerster and Wilson Sonsini Goodrich & Rosati have the lead roles on Tsinghua Unigroup Ltd.’s proposed $917 million acquisition of Chinese semiconductor maker RDA Microelectronics Inc. Tsinghua Unigroup is a subsidiary of Tsinghua Holdings Co. Ltd., which is state-owned and funded by Tsinghua University, China’s leading university for science and technology. The RDA buyout bid follows Tsinghua Unigroup’s $1.78 billion takeover of Nasdaq-listed Chinese smartphone chip-maker Spreadtrum Communications Inc in July. Palo Alto partner Christopher Forrester and San Francisco partner Michael O’Bryan are leading the Morrison & Foerster team advising Tsinghua Unigroup. RDA is being represented by Wilson Sonsini Goodrich & Rosati Hong Kong partners Weiheng Chen and Zhan Chen and Palo Alto partner Barry Taylor. [Read full story]

Latham & Watkins Shanghai partner Karen Yan acted for Fosun International Ltd., one of China’s largest private conglomerates, on a $500 million bond issue. The Shanghai-based company, which operates in the insurance, pharmaceuticals, property, and asset management sectors, among others, is conducting the deal through its wholly-owned subsidiary Logo Star Ltd. Fosun plans to use the money it will raise to grow its key businesses and bolster its capital position. Maples and Calder Hong Kong partner Greg Knowles on British Virgin Islands law. Linklaters acted for underwriters Morgan Stanley and UBS.

Allen & Overy and Loeb & Loeb have advised a group of five investors led by Singaporean state-owned Temasek on the $212 million acquisition of a stake Chinese infant formula maker Yashili International Holdings Ltd. from China Mengniu Dairy Co. In June, Mengniu offered $1.6 billion to acquire all of Yashili, but only received offers for 89.8 percent of Yashili, which fell short of a 90 percent threshold needed to force a delisting. After the sale to the Temasek group, Mengniu will still hold a 76.6 percent stake in Yashili. Allen & Overy acted for Temasek while Loeb & Loeb Hong Kong partners Benny Pang, Timothy Wong, and Lawrence Venick advised the other investors, private equity firm Hopu Fund and three individuals. Sullivan & Cromwell Hong Kong partner Kay Ian Ng and Beijing partner Gwen Wong acted for Mengniu.

Davis Polk & Wardwell Beijing partner Li He and London partner John Paton advised Baidu Inc.’s Qunar Cayman Islands Ltd. on its $191.7 million initial public offering on the Nasdaq stock exchange. The company is an online travel agency which based in Beijing. Simpson Thacher & Bartlett Hong Kong partner Leiming Chen and New York tax partner Rob Holo represented underwriters Goldman Sachs (Asia), Deutsche Bank Securities Inc., Stifel, Nicolaus & Co. Inc., Pacific Crest Securities, and China Renaissance Securities (Hong Kong) Ltd. Maples and Calder advised the company on Cayman Islands law, led by partner Greg Knowles. TransAsia Lawyers and Haiwen & Partners served as Chinese counsel to the company and the underwriters, respectively.

Wilson Sonsini Goodrich & Rosati represented Chinese medical device manufacturer PW Medtech in its $155 million initial public offering in Hong Kong. The majority of the proceeds will be invested in research and development of new products. Co-leading Wilson Sonsini’s team were Hong Kong partners Khoon Jin Tan and Beijing partner Kefei Li. Hong Kong and Shanghai managing partner Weiheng Chen also assisted on the deal. Chen & Associates advised the company on Hong Kong law, with Commerce & Finance Law Offices acting as Chinese counsel. Appleby served as the issuer’s Cayman Islands counsel. Clifford Chance Beijing partner Tim Wang and Shanghai partner Jean Thio represented sole underwriter Morgan Stanley Asia Ltd. on Hong Kong and U.S. law matters, respectively. Jingtian & Gongcheng served as Chinese counsel.

Davis Polk & Wardwell Hong Kong partner Paul Chow represented Bestgain Real Estate Lyra Ltd., a wholly owned subsidiary of China Vanke Co. Ltd. on a $112 million bond issue. The issue is part of a larger $2 billion note program that real estate developer China Vanke set up last July. Conyers Dill & Pearman acted for the company as to British Virgin Islands law. Linklaters advised DBS as the sole manager on the issuances.


Ashurst and Baker & McKenzie have advised on the development of a new $1.4 billion Crown Ltd. casino in Sydney. Crown, an Australian gaming and entertainment group, has received final approval from the New South Wales government to build a Crown casino at Barangaroo on Sydney Harbor. The 70-story resort will include a luxury hotel and apartment complex, restaurants and 10 private VIP gaming saloons. Sydney partners John Stawyskyj and Garry Besson led the Ashurst team advising Crown, while Baker & McKenzie Sydney partners David Holland, Howard Fraser, Geoffrey Wood, and Sebastian Busa acted for the New South Wales government. [Read full story]

King & Wood Mallesons Sydney partners Peter Doyle and Claire Rogers and Melbourne partner Tony Troiani are advising Australian toll road developer and manager Transurban Group on its purchase of Sydney’s Cross City Tunnel’s $443 million in debt from Royal Bank of Scotland. Transurban also agrees to pay an additional $25.7 million to RBS over the next four years if traffic flows outperform Transurban’s base assumptions. The purchase is subject to regulatory approvals and is expected to be completed by the end of December. Allens is acting for RBS.

Herbert Smith Freehills Melbourne partner Tim McEwen has advised Australian logistics company McAleese Group on its $155 million initial public offering on the Australian Securities Exchange. McAleese plans to use the proceeds to pay down debt as well as making acquisitions to diversify exposure geographically. King & Wood Mallesons Sydney partner Shannon Finch led the team advising underwriters Credit Suisse (Australia) Ltd., JP Morgan Australia Ltd. and Macquarie Capital (Australia) Ltd.

Colin Biggers & Paisley Brisbane partner Rick Anthon is acting for childcare center operator Affinity Education Group on its upcoming $77.5 million initial public offering.* The bulk of the proceeds will be used to acquire 57 Australian child care centers and the management rights for a further 11. King & Wood Mallesons Sydney partner David Eliakim advised underwriter CBA Equities.

Gilbert + Tobin advised Perth-based mining company Sundance Resources Ltd. on a $37 million convertible notes offering. The company will use the money to develop an iron ore project in Central West Africa. Sydney partner Marcello Cardaci, Perth partner Sarah Turner and Melbourne partner Simon Lynch led the Gilbert + Tobin team acting for Sundance. Clifford Chance Perth partners Paul Vinci and Tracey Renshaw represented a investor consortium consisting of Blackstone Alternative Solutions, the D.E. Shaw Group, and Senrigan Group that bought half the issue. Linklaters acted for Noble Resources Pte. Ltd., which bought the other half.

Southeast Asia

Clifford Chance is advising Singapore sovereign wealth fund Government of Singapore Investment Corp. Pte. Ltd. on its joint purchase with Philippine conglomerate Ayala Corp. of a 9.9 percent interest in the Bank of the Philippine Islands for a combined $681 million. GIC and Ayala are acquiring the stake from Singapore’s DBS Bank Group Holdings Ltd., which is exiting its investment in the Philippine bank in order to focus on its core markets in Singapore, China, and India. Singapore partner Simon Clinton and Melissa Ng are leading the Clifford Chance team advising GIC on the deal. Counsel for Ayala was unknown at press time. Philippine law firm SyCip Salazar Hernandez & Gatmaitan acted for both GIC and DBS, with partner Rose Marie King-Dominguez representing GIC and partner Mia Gentugaya representing DBS. [Read full story]

Clifford Chance Hong Kong partners Crawford Brickley and Jonathan Zonis have advised Vietnam’s Vingroup Joint Stock Co. on the U.S. law aspects of a $200 million dollar-denominated bond offering. The company will transfer the money to its Vingroup Retail division, which owns and operates shopping malls in the country with private equity investor Warburg Pincus. Vietnamese firm Vilaf advised on local law matters. Shearman & Sterling Hong Kong partner Kyungwon Lee acted for joint bookrunners Credit Suisse, Deutsche Bank AG, and ING Groep N.V. YKVN Lawyers served as Vietnamese counsel to the banks.


Allen & Overy advised Sri Lanka’s DFCC Bank on a $100 million note issue. Proceeds from the issue, which will list in Singapore, will be used to retire short-term debt the company had taken on in order to build out its infrastructure, as well as to expand its lending portfolio and for general corporate purposes. Julius & Creasy advised on Sri Lankan law. Davis Polk & Wardwell Hong Kong partner Eugene Gregor and London partner John Paton representing joint lead managers Citigroup Global Markets Ltd. and Merrill Lynch (Singapore) Pte. Ltd.


Allen & Gledhill partner Lyn Wee has advised two Hong Kong subsidiaries of LaSalle Asia Opportunity Fund III L.P., managed by LaSalle Investment Management, on a $33.4 million loan from DBS Bank Ltd. The Hong Kong companies are shareholders of two Chinese companies which own a Grade A office building located in Chengdu, Sichuan Province. The deal is linked to a $77 million loan by DBS Bank (China) Ltd. to the Chinese companies and secured by the Chengdu office building. Rodyk & Davidson advised DBS Bank.


Clifford Chance Tokyo partner Miho Mizuguchi and Istanbul partner Itir Ciftci have advised Japanese food and pharmaceutical company Ajinomoto Co. Inc on its $29 million buyout of Turkey's Kükre A.S., a maker of bottled sauces and vinegars. Ajinomoto aims to take advantages of Kükre’s brand reputation and distribution capabilities to further expand in the Middle East and Central Asia. Turkish firm Taboglu & Demirhan acted for Kükre.


*Updated, 11/18/13: This story was updated to include Colin Biggers & Paisley Brisbane partner Rick Anthon as advisor to Affinity Education Group on its IPO.

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