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OUR EXPERIENCE
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- Advised CapitaLand Ltd in connection with the voluntary unconditional cash offer by DBS Bank Ltd for and on behalf of Somerset Capital Pte Ltd (a wholly-owned subsidiary of CapitaLand Ltd) to acquire all the ordinary shares in the capital of The Ascott Group Limited, other than those already held by Somerset Capital Pte Ltd, Somerset Land Pte Ltd and Areca Investment Pte Ltd. Based on the offer price of S$1.73 for each ordinary share in the capital of The Ascott Group Limited, the offer valued The Ascott Group Limited at approximately S$2.78 billion.
- Advised Knowledge Two Investment Pte Ltd ("KTI") (a wholly-owned subsidiary of Lee Latex (Pte) Limited) in its competing mandatory conditional cash offer to acquire all the issued ordinary shares in the capital of The Straits Trading Company Limited. This offer was made in competition to an earlier offer by The Cairns Pte Ltd. Based on the offer price, the competing offer by KTI valued The Straits Trading Company Limited at approximately S$2.13 billion. KTI’s competing offer caused The Cairns to increase its offer price twice thereby increasing total STC shareholder value by approximately S$326 million. Following this, KTI together with its concert parties including OCBC banking group decided to tender their shares representing approximately 33% of STC’s total number of issued shares to The Cairns and accordingly, its offer was withdrawn in March 2008.
- Advised United Test and Assembly Center Ltd (UTAC) (a SGX-ST mainboard listed company) in relation to the acquisition by Global A&T Electronics Ltd. (a consortium between PE funds, Affinity Equity and TPG Capital) of all the issued shares in UTAC by way of a scheme of arrangement under section 210 of the Companies Act. The value of the deal was approximately S$2.2 billion (on a fully diluted and converted basis).
- Advised Indofood Agri Resources Ltd ("IndoAgri"), a company listed on the SGX-ST, in an acquisition by IndoAgri and its 90 per cent-owned subsidiary, PT Salim Ivomas Pratama ("PT SIMP"), of a majority stake in PT Perusahaan Perkebunan London Sumatra Indonesia Tbk ("Lonsum"), a company listed on the Jakarta and Surabaya stock exchanges, at a total consideration of S$1.6 billion, as follows:
- shares and mandatory convertible notes ("MCNs") in Lonsum, representing 64.4% of its enlarged share capital assuming conversion of the MCNs from First Durango, the Ashmore Funds and Mr Eddy Sariaatmadja, at a total consideration of approximately S$1.0 billion, comprising S$879.1 million cash and 98,082,830 new shares in IndoAgri at the issue price of S$1.2758 per new IndoAgri share; and
- the remaining shares in Lonsum at the price of Rp6,900 per share pursuant to a tender offer by PT SIMP, amounting to an aggregate of S$589 million (assuming full acceptances of the tender offer).
The deal is valued at approximately US$1 billion.
- Advised Qatar Telecom QSC ("Qtel") in its investment of up to US$635 million in Asia Mobile Holdings Pte Ltd ("AMH"), a 25:75 joint venture company with ST Telemedia. AMH is a joint venture vehicle for the parties' future mobile telecoms investments and opportunities in selected key markets in the Asia Pacific region. AMH currently holds ST Telemedia's controlling stakes in StarHub Ltd (Singapore's second largest info-communication company) and PT Indosat Tbk (Indonesia's second largest operator with over 14 million mobile subscribers). Starhub Ltd is listed on the SGX-ST. PT Indosat is listed on the Jakarta Stock Exchange, the Surabaya Stock Exchange and the New York Stock Exchange. The transaction valued AMH at an enterprise value of up to US$3.5 billion.
- Advised ISG Asia Limited ("ISG Asia") in the reverse takeover of ISG Asia by PT Indofood Sukses Makmur Tbk ("Indofood"), whereby ISG Asia acquired the entire issued share capital of a major vertically-integrated edible oils and fats company from Indofood, and in return, Indofood obtained 98.67% control of ISG Asia. Thereafter, ISG Asia placed out shares to meet the shareholding spread set out in the SGX-ST Listing Manual and to raise funds ("Placement"). The deal value was approximately S$815.2 million.
- Advised Strategic Investment Holdings Ltd, McKinley Investment Holdings Ltd and PT Inter Petrindo Inti Citra, in an acquisition by PT Barito Pacific Tbk ("Barito"), a company listed on the Jakarta Stock Exchange and Surabaya Stock Exchange, of a 70% stake in PT Chandra Asri, Indonesia's leading petrochemical company, at an aggregate purchase consideration of US$1.05 billion.
- Advised Alam Indah Bintan Pte Ltd (a Salim group company) in its voluntary conditional cash offer to acquire the remaining ordinary shares in Guthrie GTS Limited. The deal value is worth about S$424.5 million (US$281 million). Guthrie GTS Limited is a company listed on the Singapore Exchange.
- Advised Lonza Group, one of the world's leading suppliers to the pharmaceutical, healthcare and life sciences industries, in the sale of 100% of its shares in Lonza Singapore Pte Ltd to the Perstorp Group for US$138 million. Based on Jurong Island, Lonza Singapore Pte Ltd is a leading manufacturer of purified isophthalic acid (PIA), used as a key ingredient in the manufacturing of PET bottle-grade resins, unsaturated polyester resins and performance coatings. This transaction represents another milestone in Lonza's strategy to focus on its life science operations.
- Advised China GalvaTech Holdings Ltd ("China GalvaTech") in the acquisition by FerroChina of all the shares (including ordinary and preference shares) in Superb Team owned by China GalvaTech. The deal is worth approximately S$568 million (US$479.787 million).
- Advised Colorland Animations Ltd ("Company") in its entry into the following acquisition and divestment:
- Entry by the Company into an agreement with Portrich Limited, for the disposal by the Company of its entire direct or indirect shareholding and equity interests in (i) Colorland Animation Productions Limited (US$0.384 million), (ii) Colorland Animation Productions (Shenzhen) Ltd, and (iii) Colorland Multimedia Limited.
- Entry by the Company into a conditional agreement with various parties in relation to the acquisition by the Company, of the entire issued and paid-up share capital of Evanton Pte Ltd ("Evanton"), comprising 800,001 ordinary shares, all of which have been issued and fully paid-up, and all the subsidiaries of Evanton. (US$151.25 million)
The aggregate purchase consideration of the acquisition is S$175 million (US$123.3 million).
- Advised Singapore Retail Group Limited ("Offeror") in the purchase of 54.16% of shares of Courts (Singapore) Limited ("CSL") from Courts Group International Limited (in liquidation) ("CGIL"). The Offeror and the holding company of the Offeror were special purpose vehicles owned by a consortium of investors, comprising of a private equity fund investing in the Asia Pacific, a listed company in Kuwait and an international bank. The affairs of CGIL were managed by KPMG UK, who were the appointed administrators.
As a result of the acquisition, Offeror was obliged to, and made a mandatory unconditional offer for the remaining shares of CSL.
In conjunction with the acquisition, the holding Company of the Offeror also acquired
- 50.1% equity interest in Courts Mammoth Berhad,
- 20% equity interest for Memphis King (the holding company for Courts Megastore (Thailand) Ltd) whose 80% equity stake is held by CSL);
- brand rights for the use of several retail brands including 'Courts' and 'AKITA' brands in Japan, China, Australia, India, Hong Kong, Philippines, Sri Lanka, New Zealand and Brunei.
The deal is valued at approximately US$65 million.
- Advised Holcim Investments (Singapore) Pte Ltd and its ultimate holding company, Holcim Ltd ("Offeror"), in relation to its series of acquisitions from approximately 35 shareholders of Jurong Cement Limited ("Target"). Following the acquisitions of approximately 47.3% of the issued shares in Target, the Offeror made a mandatory conditional cash offer to acquire all the remaining issued shares in the capital for the Target. The deal was valued at approximately S$93 million based the issued share capital of the Target as at the date of the general offer.
- Advised Timespace Trading Limited, which has entered into a concert party consortium arrangement with Standard Chartered Private Equity, CVC Capital Partners Asia Pacific II LP and CVC Capital Partners Asia Pacific II Parallel Fund to form a consortium and make a mandatory general cash offer for Amtek Engineering Ltd. The entire offer size was approximately S$515.5 million.
- Advised the vendors in the acquisition by Mediastream Limited ("Mediastream") of the entire issued share capital in Memstar Pte Ltd in connection with a reverse take-over of Mediastream by the vendors. The aggregate purchase consideration of the acquisition was approximately S$98 million (subject to certain adjustments), which was satisfied by the issue by Mediastream of new ordinary shares in its share capital to the vendors.
- Advised Sonus Pte Ltd, Sky Alliance Global Holdings Limited and Yap Beng Kooi ("Vendors"), in the sale of Plimsoll Corporation Pte Ltd ("Company") to Cargotec Oyj. Deal value was approximately S$100 million.
- Advised Gaz de France, a corporation listed on the Paris Stock Exchange, in a joint venture agreement with PowerGas, to build and operate Singapore's first Liquefied Natural Gas (LNG) terminal, pursuant to which Gaz de France will hold a 30% minority interest in a joint venture company. The deal value is up to approximately S$1.6 billion.
- Advised Lion Power Consortium (comprising Marubeni Corporation, The Kansai Electric Power Co., Inc., Kyushu Electric Power Co., Inc., Japan Bank for International Cooperation and Electrabel SA) in their winning bid of S$3.65 billion for Temasek’s Senoko Power Ltd. Lion Power’s winning proposal and bid at S$3.65 billion was the most attractive in terms of price and commercial terms among a field of highly reputable investors. Lion Power will assume S$323 million of net debt of Senoko Power. The acquisition is partially funded by a short-term financing arrangement offered by Temasek in the form of a 2-year bridge loan.
- Advised Sinochem International (Overseas) Pte Ltd ("Offeror") in connection with its partial offer for GMG Global Limited (a rubber plantation firm). Sinochem offered to buy a 51% stake in the company for S$268 million (US$197 million). ANZ Singapore Limited made a voluntary conditional partial offer for and on behalf of the Offeror to acquire 51% of the issued and paid-up shares of the Offeree for S$0.26 a share, amounting to an aggregate consideration of approximately S$268 million (US$196.71 million). The Offeror is a wholly-owned Singapore subsidiary of SIL, which is a PRC State-owned enterprise listed on the Shanghai Stock Exchange. GMG Holding (HK) Ltd and Panwell (Pte) Ltd (collectively, the "Majority Shareholders"), which collectively own in aggregate 60.71% of the shares of the Offeree, gave an irrevocable undertaking to support the partial offer and tender its shares. The Offeree is listed on the Official List of Catalist, and is engaged in the planting, growing, tapping, processing and marketing of natural rubber, and owns and operates plantations in Cameroon and Ivory Coast. It also owns and operates rubber processing facilities in Ivory Coast and South Kalimantan, Indonesia.
- Advised two separate consortia in their bids (up to final bids for Tuas Power Ltd and Senoko Power Ltd. Kala Anandarajah/Dominique Lombardi advised on all competition law issues arising.
- Advised Aequitas Holdings AS (subsidiary of Höegh Autoliners Ltd) ('Aequitas'), in the acquisition by Aequitas from A.P. Moller Singapore Pte Ltd of 100% of the issued shares of Maersk Shipping Singapore Pte Ltd (now known as Hoegh Autoliners Shipping Pte Ltd) for an aggregate consideration of US$711,001,200. Rajah & Tann LLP assisted on the Singapore aspect of the acquisition, including the due diligence investigations on Maersk Shipping Singapore Pte Ltd and the completion of the said acquisition of shares.
- Advised STMicroelectronics in the transfer of STMicroelectronic's Singapore flash memory business (including a wafer fabrication plant) worth US$428 million to a special purpose vehicle which was subsequently sold to Numonyx BV, the Dutch holding company in which STMicroelectronics acquired a 48.6% ownership interest, with Intel and Francisco Partners holding the remaining 45.1% and 6.3% interests, respectively.
STMicroelectronics contributed its flash memory assets and businesses in NOR and NAND, including its phase-change memory ('PCM') resources and NAND joint-venture interest, to Numonyx in exchange for a 48.6% equity ownership stake and US$155.6 million in long-term subordinated notes. Intel contributed its NOR assets and certain assets related to PCM resources, while Francisco Partners, a private equity firm, invested US$150 million in cash. Intel's and Francisco Partners' equity ownership interests in Numonyx are 45.1% in common shares and 6.3% in convertible preferred stock, respectively.
This transaction resulted in the creation of Numonyx, the world's third largest non-volatile memory provider, through a combination of assets from STMicroelectronics and Intel. These assets generated a combined annual revenue of more than US$3 billion in 2007.
- Advised PT Indofood Sukses Makmur Tbk (a company listed on the Indonesia Stock Exchange) in its acquisition of the entire issued share capital of Drayton Pte. Ltd. (a Singapore-incorporated company) which has a number of subsidiaries in Indonesia involved in the dairy business, at a total consideration of US$249.5 million for the sale shares and US$100.5 million for the assignment of the shareholders' loan. The transaction value is about US$350 million.
- Advised Hartwell Pte Ltd (a wholly-owned subsidiary of Hong Leong Asia Ltd) in connection with its conditional take-over offer to acquire the remaining ordinary shares of RM1.00 each and the remaining 6% cumulative participating preference shares of RM1.00 each in Tasek Corporation Berhad, which is listed on the Bursa Malaysia Securities Berhad. The transaction value is about S$200 million. Tasek is a long established manufacturer and distributor of cement and related products in Malaysia.
- Advised counsel to Temasek Holdings (Private) Limited ('Temasek')/Green Dot Capital Pte Ltd in Temasek's disposal of its 53.5% shareholding interest in SNP Corporation Ltd ('SNP') to Toppan Printing Co. Ltd ('Toppan') pursuant to a general offer made by Toppan for all the issued shares in SNP. The offer for SNP valued SNP at approximately S$208 million. The disposal was undertaken by way of a competitive bid and involved the utilisation of an online dataroom. The deal is valued at about S$111 million.
- Advised Singapore Retail Group Limited ('Offeror') in the delisting of Courts (Singapore) Limited ('CSL') from the Official List of the Singapore Exchange Securities Trading Limited ('SGX-ST') pursuant to an exit offer by the Offeror to the shareholders of CSL. The deal value is approximately S$88 million. The Offeror and its concert parties collectively control an aggregate of 144,838,244 CSL shares, representing approximately 90.03% of the entire issued share capital of CSL. The Offeror has made an exit offer to shareholders of CSL to acquire the remaining 9.97% of CSL shares, at the exit offer price of S$0.55 per share in cash pursuant to the delisting proposal.
- Advised Vita Holdings Limited in the mandatory conditional cash offers by Chong Thim Pheng for the issued shares in the capital of and all warrants issued by Vita Holdings Limited. The total deal value is approximately S$24.834 million.
- Advised Zhong Nan Holdings Limited ('Offeror'), being the controlling shareholder, in the delisting of Midsouth Holdings Ltd ('MS') from the Official List of SGX-ST pursuant to a S$66 million exit offer by the Offeror to the shareholders of MS.
- Advised Achieva Limited, a company listed on the SGX-ST, in connection with the sale of its entire components business (comprising 10 entities in 6 jurisdictions) to Arrow Electronics Inc. for a total consideration of approximately US$51.5 million.
- Advised Indofood Agri Resources Ltd in the subscription by its 90%-owned subsidiary of new shares representing 60% of the enlarged share capital of PT Lajuperdana Indah, a company engaged in the sugar cane plantation business, for an aggregate cash consideration of Rp375 billion (which is equivalent to approximately S$56 million). The subscription was subject to, inter alia, certain conditions precedent including the approval of the shareholders of the Company.
- Advised ETLA Limited in the proposed merger between ETLA Limited and ElectroTech Investments Limited which are both listed on the Mainboard of the SGX-ST by way of the implementation of a scheme (the 'Scheme') of arrangement to be implemented by ETLA Limited pursuant to Section 210 of the Companies Act and The Singapore Code on Takeovers and Mergers. The shareholders of ETLA Limited will receive new shares in the capital of ElectroTech Investments Limited as consideration in transferring their shares in ETLA Limited to Electrotech pursuant to the Scheme. The implied deal value is approximately S$30.05 million.
- Advised Chartered Semiconductor Manufacturing Ltd (‘CSM’) on competition law issues in Singapore and worldwide in relation to CSM’s S$330.8 million worth acquisition of Hitachi Semiconductor Singapore Pte Ltd (‘HNS’) and successfully acted in obtaining a merger clearance of the transaction from the Competition Commission of Singapore.
- Advised one of the largest Japanese oil company (the ‘Buyer’), the Italian company ENI International B.V. ('ENI') and Singapore Petroleum Company Limited ('SPC') on the competition law issues arising from (a) the acquisition by the Buyer of part of the shares owned by ENI and SPC in ItalSing Petroleum Company Pte Ltd and (b) the joint-venture agreement entered into by the Buyer, ENI and SPC.
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© 2010 Rajah & Tann LLP.
All rights reserved.
Rajah & Tann LLP (Registration No. T08LL0005E) is registered in Singapore under
the Limited Liability Partnerships Act (Chapter 163A) with limited liability. Rajah & Tann LLP is a Singapore Law Firm with highly rated legal services across Asia. |
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