Shearman & Sterling and Davis Polk & Wardwell have the lead roles on Indian generic drug maker Sun Pharmaceutical Industries Ltd.’s $3.2 billion acquisition of local competitor Ranbaxy Laboratories Ltd. from Japanese pharmaceutical company Daiichi Sankyo Co. The deal, subject to Indian regulatory approval, will create world’s fifth-largest generic drug maker with revenue of over $4.2 billion per year. Under the terms of its deal with Sun, Daiichi will own 9 percent of the merged company. New York partners Peter Lyons and Eliza Swann are leading a Shearman & Sterling team advising Sun that also includes San Francisco partner Patrick Robbins and New York partners Richard Schwed and Jessica Delbaum. Crawford Bayley & Co. and S. H. Bathiya & Associates are acting as cocounsel on Indian law. Davis Polk Hong Kong partner Kirtee Kapoor and New York partners David Caplan and Michael Davis are advising Daiichi and Ranbaxy, with Amarchand & Mangaldas & Suresh A. Shroff & Co. Mumbai partners Cyril Shroff and Gurpreet Vasir Ashar and Bangalore partner Nivedita Rao acting as Indian counsel. Ranbaxy is additionally being represented by Luthra & Luthra Law Offices on Indian law. Weil, Gotshal & Manges New York partner Michael Aiello is advising Evercore Partners Inc., financial adviser to Sun. [Read full story]


Linklaters and Gilbert + Tobin are advising South African retailer Woolworths Holdings Ltd. on its proposed $2 billion acquisition of Australian department store chain David Jones Ltd. Woolworths said a major incentive for the acquisition was to create a larger company with more bargaining power with suppliers, particularly in clothing and other fashion items reflecting Southern Hemisphere seasonality. The South African company is not related to the Australian supermarket chain of the same name, though both took their names from the fabled but now defunct U.S. discount store operator F.W. Woolworth. Subject to shareholder and regulatory approval, the deal is expected to close in July. Sydney partner Hiroshi Narushima is leading the Gilbert + Tobin team acting for Woolworths, with help from fellow Sydney partners James Lewis, Gina Cass-Gottlieb, Elizabeth Avery, Peter Feros and Amanda Hempel, as well as Melbourne partner Craig Semple. Linklaters is acting as international counsel to Woolworths, while Webber Wentzel is advising on South African law. Herbert Smith Freehills Sydney partner Rebecca Maslen-Stannage is advising David Jones. [Read full story]

Clayton Utz and Allens have the lead roles on U.S. insurance brokerage Arthur J. Gallagher & Co.’s proposed $933 million acquisition of certain businesses of Australian conglomerate Wesfarmers Ltd. Gallagher plans to buy Wesfarmers’ insurance brokerage businesses in Australia, New Zealand and the United Kingdom, as well as the latter company’s premium funding operations in Australia and New Zealand. The deal, subject to regulatory approval, is expected to close by the third quarter. Clayton Utz Sydney partners David Stammers and David Gerber led the team advising Gallagher. London-based firm Lawrence Graham is acting for the company on U.K. law, while Webb Henderson is serving as New Zealand counsel. Allens Sydney partner Tom Story is representing Wesfarmers. Dundas & Wilson is advising the seller on U.K. law, with Russell McVeagh handling New Zealand law matters. [Read full story]

Allens Sydney partners Nicholas Cowie and Stuart McCulloch advised Australian property company GPT Group on its $462 million purchase of a 50 percent stake in Melbourne’s Northland Shopping Center, which has about 300 specialty stores. King & Wood Mallesons Sydney partner Mark Bayliss acted for the seller, Canada Pension Plan Investment Board.

Herbert Smith Freehills Melbourne partner Michael Ziegelaar is advising Japara Healthcare on its $419 million initial public offerings. Shares of the company, which operates aged care facilities and retirement complexes in Australia, are scheduled to begin trading April 17. Japara plans to use the money raised to further expand its business. Clayton Utz Melbourne partner Brendan Groves is acting for sole lead manager and underwriter Macquarie Capital.

Corrs Chambers Westgarth acted for Affinity Education Group Ltd. on a $60.8 million rights issue, the proceeds from which will go toward funding the acquisition of 51 new child care centers across Australia. King & Wood Mallesons Sydney partner David Eliakim advised underwriter CBA Equities Ltd.

China/Hong Kong

Clifford Chance and Linklaters have the lead roles on Chinese state-owned food giant COFCO Corp.’s $1.5 billion acquisition of a controlling stake in the agricultural unit of Hong Kong–based supply chain company Noble Group Ltd. Under the agreement, the two companies will form a joint venture in which COFCO will hold 51 percent of Noble Agri Ltd., with Noble holding the remainder. COFCO is looking to bolster its grain processing and distribution capabilities in China by adding Noble’s sourcing and trading operations in South America, Europe and the Middle East. Beijing partner Terence Foo and Hong Kong partner Roger Denny are leading a Clifford Chance team advising COFCO that also includes Hong Kong partner Virginia Lee, Singapore partner Raymond Tong, Beijing partner Richard Blewett, Amsterdam partner David Griston and London partner Jonathan Elman. Linklaters Hong Kong partner Christopher Kelly is leading a team representing Noble. [Read full story]

Skadden, Arps, Slate, Meagher & Flom Hong Kong partner Julie Gao acted for Chinese education company Tarena International Inc. on its $137.7 million initial public offering. Tarena, which specializes in information technology training courses, plans to use the money for general corporate purposes such as further developing its course offerings and expanding its network of learning centers. Han Kun Law Offices advised the company on Chinese law. O’Melveny & Myers Beijing partner David Roberts represented underwriters Goldman Sachs (Asia), Credit Suisse Securities, Jeffries and Oppenheimer & Co. Inc., with Haiwen & Partners acting as Chinese counsel.

Fried, Frank, Harris, Shriver & Jacobson Hong Kong partners Douglas Freeman and Victor Chen are advising investment fund China Media Capital Partners and private equity firm FountainVest Partners on their purchase of 20 percent of IMAX Corp.’s China business. Each company is buying a 10 percent stake at $40 million apiece. IMAX, which is being represented by Paul, Weiss Rifkind, Wharton & Garrison Hong Kong partner Jeanette Chan, said the money would be used to expand its network of theaters in China and that the deal would lead to an eventual initial public offering for IMAX China (Holding) Inc., though no time frame was given as to when that would happen.


Allen & Gledhill partners Margaret Chin and Daelin Ang advised Singapore Airlines Ltd. on a $400 million notes issue, which was done to raise money for general corporate and working capital purposes. The company sold one $160 million tranche of seven-year notes and a second $240 million tranche of 10-year notes. WongPartnership partner Hui Choon Yuen acted for sole lead manager DBS Bank Ltd.

WongPartnership partner Goh Gin Nee represented marine vessel and equipment company Vallianz Holdings Ltd. on the establishment of a $398 million multicurrency debt program. Vallianz said the money raised would be used for general corporate purposes. Allen & Gledhill partners Au Huey Ling, Ong Kangxin and Sunit Chhabra acted for arranger DBS Bank Ltd.

Allen & Gledhill represented Amtek Engineering Ltd. on a sale of $160 million of five-year notes. The company said it would use the cash raised for acquisitions, capital expenditure and other general corporate purposes. WongPartnership partners Hui Choon Yuen and Khoo Yuh Huey acted for DBS Bank Ltd. and Standard Chartered Bank as joint lead managers and bookrunners.


Israeli firm Yigal Arnon and DLA Piper have advised Tower Semiconductor Ltd. on a joint venture with Panasonic Corp. Through the JV, Tower will gain control of certain Panasonic semiconductor manufacturing processes for a period of five years. The deal will boost Tower’s manufacturing capacity and also allow Panasonic to reach Tower’s customer base. In exchange for its 51 percent stake in the JV, Tower issued shares to Panasonic worth $7.5 million. Tel Aviv partners David Schapiro and Eliran Furman led the Yigal Arnon team advising Tower, while DLA Piper Tokyo partner Hajime Iwaki served as Japanese counsel. Nishimura & Asahi Tokyo partner Yuji Shiga acted for Panasonic.