Fourth Quarter 2010 – Volume 9
Chadbourne offers legal advice to companies, financial institutions and private funds conducting cross-border business in the Middle East, North Africa and Turkey. To help keep clients apprised of selected current cross-border deals, we track significant transactions in the region. The following is a list of the selected deals that were announced or closed last quarter.
MENA Update
M&A
· Citi Infrastructure Investors, an infrastructure fund operating under the Citigroup brand, acquired 75% of DP World Australia, operator of container terminals in Australia, from Dubai-based ports operator DP World for $1.5 billion. (December)
· Qatar Holding invested approximately €400 million in newly-issued shares of Hochtief, one of Germany's largest construction companies, increasing its stake in the company to 9.1%. (December)
· Inteltec Emirates, a subsidiary of Riyadh-based telecommunications solutions provider Saudi Inteltec, acquired a 50% stake in Syscom Emirates, a Dubai-based telecommunication system integrator. The seller was Masharie, the private equity arm of Dubai Investments PJSC. The financial terms of the transaction were not disclosed. (December)
· Malaysia's YTL Power acquired a 30% stake in an oil shale project in Jordan from Estonian state-owned oil company, Eesti Energia. The financial terms of the transaction were not disclosed. (December)
· Calgary-based oil and gas company East West Petroleum Corporation acquired a 20% interest in the Burg El Arab oil and gas concession in Egypt’s Western Desert from Kuwait Energy Company. The financial terms of the transaction were not disclosed. (December)
· A subsidiary of US-based Apache Corporation acquired BP's oil and gas operations, including four development leases and one exploration concession in Egypt's Western Desert, for $650 million. (November)
· Egypt-based EFG Hermes Holding SAE acquired a 65% stake in Crédit Libanais SAL from its existing majority shareholders for $542 million. EFG Hermes has a call option for an additional 25% interest in Crédit Libanais, and will have the right to exercise the call option over the next two years at its sole discretion and on the same terms as this acquisition. (November)
· Abu Dhabi's Waha Capital acquired a 20% stake in Netherlands-based and New York Stock Exchange-listed AerCap Holding N.V. in exchange for $105 million in cash, a 40% interest in Waha’s 16-aircraft portfolio, and Waha’s 50% interest in AerVenture, an Ireland-based aircraft leasing, trading and asset management company. The aggregate consideration is approximately $380 million. (November)
· Ferrari's parent Fiat exercised an option to buy back a 5% stake in Ferrari from Abu Dhabi's Mubadala Development Company for $167 million. (November)
· Morocco-based Carrefour franchisee Label Vie acquired Germany-based retailer Metro AB’s Metro Cash & Carry wholesale business in Morocco for $163 million. (November)
· Jordan-based and London Stock Exchange-listed Hikma Pharmaceuticals group acquired US-based Baxter Healthcare's generic injectables division for $112 million. (November)
· Bahrain-based United Gulf Bank, the asset management and investment banking platform of the Kuwait Projects Co (KIPCO), increased its stake in Kuwait-based Burgan Bank to 17% after acquiring a 13% stake from KIPCO. The financial terms of the transaction were not disclosed. (November)
· Abu Dhabi-based Gulf Business Machines acquired Dubai-based Performance Systems from Dubai-based Almasa Business Solutions. The financial terms of the transaction were not disclosed. (November)
· Fujairah Media invested in JazzRadio Berlin, a leading German jazz radio station, in return for an issuance of a 50% stake in the company. The financial terms of the transaction were not disclosed. (October)
PROJECTS
· Morocco secured a €220 million loan from the European Investment Bank to finance the completion of the Berrechid-Béni Mellal motorway. (December)
· Kuwait-based IFA Hotel Investments, an asset management subsidiary of IFA Hotels & Resorts, secured a $115 million loan to finance its Fairmont Palm Jumeirah hotel project. The loan was structured and arranged by Standard Chartered Bank. The financial terms of the transaction were not disclosed. (December)
· Abu Dhabi's petrochemical firm Borouge awarded a $1.1 billion contract to Germany’s The Linde Group for the construction of a 1.5 million tonnes per year ethane refinery in Ruwais, Abu Dhabi. The project is expected to produce 4.5 million tonnes of polyolefins per annum by 2013 and be one of the largest ethane refineries in the world. (November)
· Egypt and the World Bank signed two new loan agreements worth $820 million for the construction of a $600 million 1,500 MW combined cycle gas turbine power plant and the development of a $220 million wind power project. (November)
· A consortium of South Korea-based Samsung Engineering Company and Germany-based The Linde Group won a construction contract for a Saudi-based acrylic acid complex expected to cost $1.1 billion. Saudi-based Tasnee Sahara Olefins Co. owns 75% and US-based Rohm and Haas owns 25% of the complex. (October)
· Ansaldo Energia, a unit of Italy-based Finmecannica, and Greece-based Metka, won a contract to build a 750 MW gas-powered electricity generating plant in Syria. The facility is estimated to cost approximately $973 million. Around 80% of the project will be financed by loans from the European Investment Bank, the Islamic Development Bank and Arab development funds, and 20% of the project will be financed by the Syrian government. (October)
· Swiss power and automation technology group ABB won a $148 million contract with the Ministry of Electricity and Water in Kuwait for the construction and rehabilitation of the Mina Abdullah water pumping plant. ABB will provide the engineering, supply, installation, commissioning and testing of the electromechanical package for the new pumping plant, which is expected to be completed by 2013. (October)
CAPITAL MARKETS
· Oman-based multinational oil and gas services provider Renaissance Services SAOG issued subordinated notes of approximately $104 million, which were fully subscribed. Oman-based BankMuscat structured and supervised the issuance. (December)
· Abu Dhabi Islamic Bank issued a $750 million, five-year Sukuk. The Sukuk is rated A2 by Moody's and A+ by Fitch and is expected to have a 3.745% coupon. The book-runners for the Sukuk were Barclays Capital, HSBC and Standard Chartered Bank and the co-leads were LMH and Nomura. (November)
· The Hashemite Kingdom of Jordan raised $750 million through the sale of a five-year bond priced at $98.881, with a fixed annual interest rate of 3.875% and expected yield of 4.125%. Arab Bank PLC, Credit Suisse Group, HSBC Holdings PLC and J.P. Morgan Chase & Co. were lead managers. (November)
· Bahrain-based international investment firm Arcapita Bank B.S.C. and its affiliates completed the IPO of a portfolio of 64 industrial properties in Singapore on the Singapore Exchange for $920 million. (October)
· Qatar Islamic Bank issued a $750 million Sukuk with a maturity of five years and a yield of 3.856% per annum. QInvest, HSBC, and Credit Suisse were the joint lead managers for the issue. The offering was about 8 times oversubscribed. (October)
BANKING & FINANCE
· Qatari retailer Al Meera Consumer Goods secured a loan of $549 million from Qatar-based Shariah-compliant lender Masraf Al Rayan to finance its strategic expansion plans. The financial terms of the transaction were not disclosed. (December)
· The Central Bank of Jordan issued the 30th issue of the Jordanian Treasury bills for the year 2010 worth approximately $140 million. The maturity date for these bills is April 28, 2011. (November)
· The Egyptian government secured a $120 million credit facility from Jeddah-based Islamic Development Bank, which includes a Shariah-compliant loan of $10 million for backing SMEs in Egypt. The financial terms of the transaction were not disclosed. (November)
· Saudi Arabia-based Albaraka obtained a $240 million Murabaha syndication facility from 22 banks and financial institutions from 14 countries, led by Dubai-based Noor Islamic Bank, UK-based Standard Chartered Bank, and Bahrain-based ABC Islamic Bank. The facility has a maturity of one year. (October)
· Dubai-based telecoms operator Du secured a $207 million export credit facility from Germany-based KfW IPEX-Bank to finance the expansion and upgrade of its 2G and 3G network. The loan was arranged by Nokia Siemens Networks. The financial terms of the transaction were not disclosed. (September)
FUNDS
· Abu-Dhabi's Mubadala Development Company invested $500 million in The Carlyle Group in exchange for convertible subordinated notes and additional equity in the firm. (December)
· Abu Dhabi's government-owned investment firm, Invest AD, launched an Iraq Investment Fund, which is open to institutional and high-net-worth investors. The fund will make investments primarily in listed equities. (October)
· MerchantBridge, a GCC-based international private equity group, launched an Iraq equity fund named the Mesopotamia Equity Fund Ltd. The fund is an open-ended fund that will capitalize on the expected long term growth of the Iraqi Stock Exchange. (October)
Turkey Update
M&A
· Austria-based OMV acquired a 54.14% stake in leading fuel distributor Petrol Ofisi from Dogan Holding for approximately $1.3 billion, increasing its stake in the company to 95.72%. The closing of the transaction triggers a mandatory tender offer to public shareholders of Petrol Ofisi. (December)
· France-based Groupe Chèque Déjeuner, a top provider of meal cards worldwide, acquired 100% of Turkish meal ticket provider Multinet Kurumsal Hizmetler for $90 million. (December)
· U.S.-based One Equity Partners and Rhea Investments acquired a 53.13% stake in Nortel Networks Netas Telekomunikasyon A.S., a company listed on the Istanbul Stock Exchange, from Nortel Networks International Finance and Holding B.V. The transaction value was approximately $68 million. (December)
· Fiba Holding's Netherlands-based subsidiary Credit Europe Bank NV acquired a 95% stake in Banco Commercial Portugues SA's Turkey-based subsidiary Millenium Bank A.S. for €58.9 million. The parties also agreed on a put and call option mechanism for the acquisition of the remaining 5% stake. (December)
· Alsim Alarko Sanayi acquired a 50% stake in Altek Alarko Elektrik Santralleri from Société Nationale d'Eléctricité et de Thérmique (SNET) for $58.5 million. (December)
· National Bank of Kuwait's investment fund, NBK Capital Equity Partners Fund I, acquired a 20% stake in Kilic Deniz, a Turkish aquaculture company. The financial terms of the transaction were not disclosed. (December)
· Spain-based BBVA agreed to acquire a 24.9% stake in Garanti Bankasi for $5.8 billion (18.6% from General Electric Co. and 6.3% from Dogus Holding). BBVA and Dogus Holding will have equal seats on Garanti's board for five years, after which BBVA will have the right to take a controlling stake. (November)
· India-based Redington International Holdings Ltd. acquired a 49.4% stake in Arena Bilgisayar, a distributor of information technology products in Turkey, from six shareholders. The stake was acquired for $42.5 million. (November)
· US-based medical device and services distributor Henry Schein Inc. acquired a 50% stake in dental distribution company Guney Dis Deposu. The remaining 50% stake in the company will be held by Ferizan Peker, whose family founded the company. The financial terms of the transaction were not disclosed. (November)
· Construction company Yesil Insaat merged with Y&Y Real Estate Investment Trust. Pursuant to the Capital Markets Board approval of the transaction, the merger ratio was approximately 10.27% and the combined company has a capital of approximately TL 211 million. (November)
· Eczacibasi Yapi acquired the remaining 4.98% shares of Burgbad AG from minority shareholders for €3.45 million, increasing its stake to 100%. (October)
PRIVATIZATIONS
· In the privatization of three power transmission companies, Park Holding submitted the highest bid of $1.165 billion for Akdeniz Elektrik Dagitim; Yildizlar SSS Holding submitted the highest bid of $2.075 billion for Toroslar Elektrik Dagitim; and MMEKA Makine submitted the highest bid of $1.813 billion for Istanbul Anadolu Yakasi Elektrik Dagitim. (December)
· Turkey's Competition Board approved MMEKA taking an 80% stake in the Baskent gas grid privatization tender. MMEKA Makina Ithalat Pazarlama had won the tender with its bid of $1.211 billion. (December)
· Aksa Elektrik, a subsidiary of Kazanci Holding, which won the tender for the privatization of Coruh Elektrik Dagitim with the highest bid of $227 million, took over the operation rights of the company. (November)
· The municipal city council of Istanbul approved a plan for the block sales of natural gas distribution company IGDAS and ferry company IDO. (October)
PROJECTS
· The AES Corporation entered into an agreement with Koc Holding to form a joint venture in Turkey that will develop and operate power generation projects. AES and Koc Holding will have equal interests in Entek Elektik Uretim A.S., which currently includes 300 MW of natural gas facilities. (December)
· Ayen Enerji and AS Energy SH won the concession tender for the construction of five hydropower plants in Albania. The contract has a maturity of 35 years and the plants are expected to produce a total of 377,350 MWh of electricity per year. (December)
· Anel Enerji and Austrian solar panel maker Kioto Photovoltaics GmbH agreed to form an equally-owned joint venture to manufacture solar panels. The company is expected to have a production capacity of 60 MW of solar panels a year. (December)
· Kolin Insaat was awarded a contract by the Government of Georgia to construct four hydroelectric plants on the Tekhuri River, with a total capacity of 105.7 MW. Total investment for the project is estimated to be $150 million, and project completion is expected by 2014. (November)
· Norway's Statkarft will build its second hydropower plant in Turkey. The Kargi plant on the Kizilirmak River is expected to be completed by the end of 2013. With an installed capacity of 102 MW and an average annual generation of 467 GWh, the investment is expected to cost approximately €250 million. (November)
· Energy company Senas Group and German-based Berlin Cottbus entered a joint venture named Sungast to develop a 500 KWh solar energy project in Germany. The project is expected to cost €2 million and is supported by a 20-year off-take agreement by the German government. (November)
· Turkey's TPAO, Kuwait Energy Company, and South Korea's Kogas won the tender award to develop Iraq's Mansuriyah gas field near the Iranian border. The consortium is expected to invest $2.5 billion to develop the gas field. (October)
· Saint-Gobain and Trakya Cam, a subsidiary of the Sisecam Group, agreed to create a joint venture owned 70% by Trakya Cam and 30% by Saint-Gobain. The joint venture will build a flat glass manufacturing unit, a mirror production line, and a magnetron coater line in the Republic of Tatarstan for approximately €184 million. (October)
· Turkey's Medicine Hospital Group established a 70-bed-capacity heart hospital in Pristina, Kosovo, with a total investment of $15 million. (October)
CAPITAL MARKETS
· Emlak Konut GYO, a real estate investment company, issued 625 million shares in an IPO, raising approximately $713 million in the largest stock market issue in Turkey since 2008. 75% of the shares were sold to foreign institutional investors. (December)
· Akbank issued 178-day bonds with a yield of 7.28%, raising the equivalent of €496 million in the transaction. 96.57% of the bonds were sold to local corporate investors while 3.43% of the bonds were sold to local individual investors. (December)
· Despec Bilgisayar Pazarlama, an information technology company, issued over 39% of its shares in an IPO, raising approximately TL 4.5 million in the transaction. (December)
· Austria-based Do&Co Restaurants and Catering, an airline and event caterer, issued approximately 20% of its shares in an IPO, raising over €19 million in the transaction which was ten times oversubscribed. The company is the first non-Turkish company to be listed on the Istanbul Stock Exchange. (November)
· Katmerciler Arac Ustu Ekipman, a producer of specialized equipment for vehicles, issued 24% of its shares in an IPO raising approximately TL 18 million. The IPO was managed by Deniz Yatirim and was three times oversubscribed. (November)
· Uyum Gida, a food retailer, issued 30% of its shares in an IPO at the price of TL 8.75 per share, raising TL 52.5 million in the transaction. (November)
· Ihlas Yayin Holding, a publishing company, issued 28.75% of its shares in an IPO, raising approximately TL 75 million. The issuance was managed by Garanti Bankasi and was over five times oversubscribed. (November)
· Kocfinans issued TL 100 million aggregate amount of 9.15% bonds with an 18-month maturity and 6-month coupon payments. The issuance was managed by Garanti Bankasi and was three times oversubscribed. (October)
BANKING & FINANCE
· Denizbank secured a loan of €150 million from the European Investment Bank, with a maturity of 10 years, which will be used in financing investments by SMEs. Denizbank also secured a syndicated loan of €95 million from a consortium including EBRD, FMO, DEG and OeEB, which will be extended to micro enterprises to meet their investment financing needs. (December)
· TSKB secured two loans from Germany's KfW, which were procured under a Treasury guarantee. The €55 million loan, which has a maturity of 12 years with a three-year grace period, will be extended to projects promoting energy efficiency, renewable energy and the reduction of greenhouse gas emissions. The €36.7 million loan, which has a maturity of 20 years with a five-year grace period, will be used to finance municipal infrastructure investments. (December)
· ABank, a subsidiary of Anadolu Grup, secured a syndicated loan of $105 million from the International Finance Corporation, the Black Sea Trade and Development Bank and the Dutch Development Agency. The loan has a maturity of 10 years. ABank has stated that the loan is the first syndicated subordinated loan in Turkey. (December)
· Sekerbank secured a syndicated loan from a consortium of 11 banks. The loan consists of $35 million and €41 million tranches, has a one-year maturity and an interest rate of Libor/Euribor+0.90%. Sekerbank will utilize the loan facility to finance foreign trade. (December)
· Garanti Bankasi secured a syndicated loan of $1 billion from 49 banks in 18 countries. The loan is composed of two tranches of $316.4 million and €513.5 million and has an interest rate of Libor/Euribor+1.2%. The loan will finance foreign trade. (November)
· Finansbank secured a syndicated loan of $800 million from a consortium of 29 international banks from 15 countries. The loan is composed of two tranches of $333 million and €352 million, has a maturity of one year (with the option to extend for another year), and an interest rate of Libor+1.3%. (November)
· Zorlu Dogal Elektrik Uretim secured a $410 million loan from Akbank and Garanti Bankasi. The loan will finance the purchase and upgrade of the power plants acquired in connection with the privatization of Ankara Dogal Elektrik Uretim ve Ticaret, as well as the capacity increase of its geothermal power plant in Denizli. (November)
· Ford Otomotiv Sanayi secured a syndicated loan of €150 million from EBRD, National Bank of Greece, Société Générale, HSBC and State Bank of India. The loan has a five-year maturity with a two-year grace period, and an interest rate of Euribor+2.75%. The loan will finance the purchase of capital equipment. (November)
· DenizBank secured a loan of $20 million from the Japanese Bank for International Cooperation, which has a maturity of 5 years and which will be extended to SMEs in order to increase energy efficiency of projects under the Economic Growth and Environmental Protection Projects Global Action Program. (November)
· Yapi Kredi secured a $750 million loan from Unicredit Luxembourg with a maturity of five years and an interest rate of 5.1875%. (October)
· Denizbank secured a syndicated loan of $650 million from 30 lenders in 12 countries. The loan is composed of dollar and euro tranches, has a maturity of one year, and has an interest rate of Libor/Euribor+1.3%. Denizbank also secured a €50 million loan from the European Investment Bank, which is guaranteed by the "Greater Anatolia Guarantee Facility" managed by the European Investment Fund that is sponsored by the European Union and the Republic of Turkey. (October)
· The World Bank provided a €169.2 million loan to the Turkish government under its Energy Community of South East Europe Program. The loan will finance a project of the state-owned power transmission company TEIAS. (October)
Location