Asia Deal Digest: July 4, 2013

, The Asian Lawyer


Southeast Asia

Allen & Overy is advising The Bank of Tokyo-Mitsubishi UFJ Ltd. on its proposed $5.75 billion acquisition of a majority stake in Thailand’s Bank of Ayudhya Plc. BTMU plans to purchase as much as 75 percent of the available shares in Bank of Ayudhya, which includes a 25.3 percent stake presently held by from GE Capital International Holdings Corp. GE has already agreed to sell its holdings to BTMU. The deal, subject to regulatory approval, is expected to close in December. Tokyo partner Simon Black and Bangkok partner Suparerk Auychai are leading the team advising BTMU. Nishimura & Asahi is serving as Japanese counsel to the company. King & Wood Mallesons and Thai firm Thanathip & Partners are representing GE. [Read full story]

Baker & McKenzie Sydney partners Paul Curnow, Sean Rush, and John Walker, along with Kuala Lumpur partner Abdul Aziz Munir, are advising Malaysia’s Malakoff Corp. Bhd. on its $600.9 million purchase of a 50 percent stake in Australia’s Macarthur wind farm from Meridian Energy. The 450 megawatt wind farm, located in Victoria, is the largest in the Southern hemisphere. Allens Melbourne partners Anna Collyer, Michael Graves, James Darcy, and Michael Ryan are acting for the New Zealand-based Meridian.

Baker & McKenzie’s Curnow is also leading a team advising Thailand’s Electricity Generating Public Co. on its $318.8 million acquisition of Boco Rock wind farm in New South Wales from Continental Wind Partners. Partner Sawanee Sethsathira is supporting Curnow from Bangkok. Herbert Smith Freehills Melbourne partner Gerard Pike is acting for the seller, which will stay on to manage the wind farm for EGCO.

China/Hong Kong/Taiwan

China Petrochemical Corp., also known as Sinopec Group, and Houston-based Marathon Oil Corp. have chiefly relied on in-house counsel in a deal which will see the Chinese state-owned company acquire Marathon’s interest in an Angolan offshore oil and gas field for $1.52 billion. Sinopec’s acquisition of Marathan’s 10 percent stake will increase the Chinese company’s interest in the field to 15 percent. The deal is pending approval from the governments of China and Angola. Legal work on the transaction was handled primarily by in-house teams led by Sinopec general counsel Zhang Jixing and Marathon general counsel Sylvia Kerrigan. [Read full story]

Linklaters and Freshfields Bruckhaus Deringer had the lead roles on Chinese insurer PICC Property & Casualty Co. Ltd.’s $938 million rights issue. The company, a subsidiary of state-owned The People’s Insurance Co. (Group) of China Ltd., issued 1.35 billion rights shares on the Hong Kong Stock Exchange in order to bolster its capital base and to improve its solvency margin. Linklaters acted for PICC on the deal. Freshfields Hong Kong partner Calvin Lai and Beijing partner Richard Wang advised joint lead underwriters China International Capital Corp. Ltd., The Hongkong and Shanghai Banking Corp., and Goldman Sachs. [Read full story]

Allen & Overy Hong Kong partner Walter Son and Frankfurt partner Kai Schaffelhuber advised Deutsche Bank Ltd. on the issue of $179.4 million in renminbi-denominated bonds on the Gre Tai exchange in Taiwan. The German bank arranged the deal itself, while Taipei firm Lee & Li acted on matters of local law. The money will be used for general corporate purposes.

Baker & McKenzie Taipei partners Alex Chiang and James Hsiao and Hong Kong partner Brian Spires advised Taiwanese LCD maker Innolux Corp. on the $133 million divestiture of its 15 percent stake in Himax Technologies Inc. In addition to advising Innnolux on U.S. and Taiwanese law, the firm also advised Himax on Taiwanese law. Davis Polk & Wardwell Hong Kong partner James Lin represented Himax on U.S. law matters. Shearman & Sterling Hong Kong partner Matthew Bersani acted for joint bookrunners Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Inc., Chardan Capital Markets, and Credit Suisse Securities (USA), with Lee & Li advising on local law. Conyers Dill & Pearman Hong Kong partner Anna Chong served as Cayman Islands counsel to Himax.


Rajah & Tann partners Goh Kian Hwee, Laurence Tan and Soh Chai Lih are acting for United SM Holdings Pte. Ltd. on its proposed $746.1 million purchase of the remaining shares in property developer Guthrie GTS Ltd. United SM is a joint venture between Indonesian tycoons Anthoni Salim and Putra Masagung, who already control 69 percent of Guthrie. If successful, United SM will delist Guthrie from the Singapore Exchange. WongPartnership partners Ng Wai King, Andrew Ang, and Tan Sue-Lynn are advising Guthrie on the deal.

Stamford Law Corp. partner Joo Khin Ng advised Singapore-listed shipping company Marco Polo Marine Ltd. on the establishment of a $235.8 million multi-currency medium-term note program. The money is being raised for general corporate purposes. Allen & Gledhill partner Margaret Chin acted for arranger DBS Bank Ltd.

Shook Lin & Bok partner Marilyn See represented oil & gas services company Mencast Holdings Ltd. on the establishment of its $157.2 million multi-currency medium-term note program. Mencast, which offers maintenance, repair, and overhaul services to companies in the offshore energy sector, is selling the bonds to raise cash for general corporate purposes. Allen & Gledhill partner Margaret Chin advised arrangers DBS Bank Ltd. and United Overseas Bank Ltd.

WongPartnership partners Hui Choon Yuen and Trevor Chuan acted for United Overseas Bank Ltd. on a $81.6 million issue of renminbi-denominated bonds on the Singapore Exchange. The most recent tranche is part of a larger $7.9 billion bond program the bank established in 2010. Linklaters Singapore partner Kevin Wong advised UOB as lead manager, along with co-managers BNP Paribas, Hongkong and Shanghai Banking Corp., Societe Generale, and Standard Chartered Bank.


King & Wood Mallesons Melbourne partners Ian Paterson has advised Australia and New Zealand Banking Group Ltd. on its issue of $681.1 million in hybrid bonds. ANZ will use the money raised for general corporate purposes. Herbert Smith Freehills Sydney partner Philippa Stone acted for joint lead managers ANZ Securities Inc, Citi, Commonwealth Bank of Australia, J.P. Morgan, National Australia Bank Ltd., and RBS Morgans Ltd.

Herbert Smith Freehills Brisbane partner Luke Simpson acted for real estate company Invest Nominees Pty. Ltd. on its $157.9 million purchase of an office tower in Brisbane’s central business district from property developer Grosvenor Fund Management. Allens Sydney partner Victoria Holthouse advised Grosvenor.

King & Wood Mallesons Sydney partner Mark McNamara is representing Australian private equity fund Ironbridge Capital on its $156.9 million offer for the remaining shares in software company Bravura Solutions Ltd. Ironbridge already holds a majority stake in Bravura, whose enterprise software serves the wealth management and life insurance industries. Clayton Utz Sydney partners David Stammers and Jonathan Algar are acting for Bravura.

Baker & McKenzie Melbourne partner Ashley Poke is representing private equity companies Next Capital and Industry Funds Management on their proposed $83 million purchase of Scottish Pacific Debtor Finance from Lazard Australia Private Equity. Herbert Smith Freehills Melbourne partner Andrew Clyne is acting for Lazard.

Clayton Utz Sydney partners Graham Taylor, Nick Thomas, Graeme Dennis, and Jane Paskin acted for Origin Energy on its $45.6 million purchase of the Eraring power station in New South Wales from the NSW government. Baker & McKenzie Sydney partner Chris Saxon led a team advising the NSW government.

Allens Sydney partner Julian Donnan is advising Australian Food & Fibre Ltd. on its proposed $41 million acquisition of rural property owner PrimeAg Australia Ltd., which is selling assets as part of a plan to privatize itself and return cash to shareholders. Kemp Strang is acting for PrimeAg.


J. Sagar Associates Mumbai partner Jay Gandhi has advised Infrastructure India Holdings Fund on the $12.2 million purchase of a stake in port operations and marine services company Ocean Sparkle Ltd. The Mauritius-based private equity fund bought 6.8 percent of Ocean Sparkle from West Coast Port Ltd., which is controlled by British private equity investor Eredene Capital Plc. Trilegal Bangalore partner Kosturi Ghosh acted for Eredene.


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