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Deals – 5 August 2010

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Allen & Gledhill LLP has advised Oversea-Chinese Banking Corporation Limited (OCBC) and ING Bank NV Singapore Branch (ING) in respect of a US$150 million loan facility extended to Neptune Orient Lines Limited in a club deal, to be provided to it or APL (Bermuda) Ltd for the financing of two container vessels. The transaction was arranged by OCBC. Partner Gina Lee-Wan led the transaction.

Allens Arthur Robinson has acted for Telecom New Zealand (Telecom NZ) in respect of the sale of its Australian subsidiary AAPT Limited’s (AAPT) consumer division, and the sale of its stake in iiNet Limited (iiNet). The transaction includes a binding agreement with iiNet valued at A$60 million (US$55m), under which AAPT will sell its consumer division to iiNet, whilst in an additional transaction, Telecom NZ has sold its 18.2 percent stake in iiNet to institutional and sophisticated investors for approximately A$70 million (US$64m). Partner Ian McGill led the transaction. Middletons acted for iiNet.

Allens Arthur Robinson has also acted for Rio Tinto in respect of its agreement with Chalco, a subsidiary of Rio Tinto’s largest shareholder, Chinalco, in relation to the Simandou iron ore project joint venture. The JV agreement will cover the development and operation of the Simandou iron ore project in Guinea, including the planning, construction and management of the mine and associated rail and port infrastructure. Chalco will earn an effective 44.6 percent interest in the project, which is considered to be perhaps the best undeveloped iron ore prospect in the world, by sole funding expenditure of US$1.35 billion. Partner Scott Langford led the transaction, whilst Linklaters acted as UK and US advisers to Rio Tinto. Baker & McKenzie acted for Chinalco.

AZB & Partners has advised Muthoot Finance Limited (MFL) in respect of an issue of equity shares, representing approximately 4 percent of the capital of MFL, to Baring India Private Equity Fund III Limited and Matrix Partners India Investments LLC. The transaction, which was completed on 22 July 2010, was valued at approximately US$35 million. Partner Srinath Dasari acted on the matter.

Baker & McKenzie has acted for Rey Resources Limited (Rey) in respect of its successful takeover defence of hostile takeover bids by Gujarat NRE Minerals Limited and Crosby Capital Limited. The matter was particularly interesting due to the interplay between Rey’s need to raise capital whilst subject to a hostile takeover bid, and the Takeovers Panel proceedings were successfully overcome by Rey following the Panel accepting certain undertakings. This matter was also unusual because the takeover offer remained open for approximately one year. Partners Richard Lustig and John Mollard led the firm’s advisory team. Steinepreis Paganin acted for Gujarat whilst Freehills acted for Crosby Capital.

Baker & McKenzie has also acted for Elph Pty Ltd (Elph) in respect of its A$30 million (US$27.4m) investment in Coote Industrial Limited (Coote), Elph’s investment, which increases its stake in Coote from 25 percent to 44 percent, was undertaken by way of a partial takeover offer to Coote shareholders and by Elph underwriting an entitlement offer by Coote. Elph also provided Coote with a bridging loan facility. Partners Richard Lustig and Simon de Young led the firm’s advisory team. Cochrane Lishman Carson Luscombe and Gresham acted for Coote.

Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie International in Singapore, has advised Kirin Holdings Company Limited (Kirin) in respect of a share purchase agreement with Seletar Investments Pte Ltd, a wholly-owned subsidiary of Temasek Holdings Pte Ltd (Temasek). The agreement involved the acquisition of Temasek’s entire stake of 205.5 million shares (approximately 14.7 percent of total shares outstanding) in Fraser and Neave Limited, a leading food and beverage company in Malaysia and Singapore. The total acquisition value of the transaction, which was completed on 29 July 2010, will amount to SG$1.34 billion (US$991m), which Kirin will fund through existing cash on hand and borrowings. A team from Allen & Gledhill LLP led by partners Lim Mei and Lee Kee Yeng advised Seletar.

Clayton Utz has advised leading Brazilian integrated steel manufacturer Companhia Siderurgica Nacional (CSN) in respect of the rights offer and placement by Australian-listed Riversdale Mining (Riversdale), in which CSN is a cornerstone investor. Under Riversdale’s fully underwritten A$337 million (US$308m) capital raising, CSN has subscribed to shares valued at approximately A$52.6 million (US$48m). National M&A practice head John Elliott led the transaction.

Clifford Chance has advised HKSE-listed company China Agri-Industries Holdings Limited (China Agri), one of the leading integrated producers and marketers of processed agricultural products in China, in respect of its international offering of convertible bonds and share placement. The deal comprised the issue of approximately HK$3.9 million (US$0.5m) 1 percent guaranteed convertible bonds (inclusive of an option to issue a further HK$775 million (US$100m) convertible bonds which was exercised immediately by the joint bookrunners and joint lead managers) due to mature in 2015, and a placing of 178 million shares. The convertible bonds, listed on the SGX, were issued by Glory River Holdings Limited, a wholly-owned subsidiary of China Agri. The firm’s advisory team included partners Connie Heng and Amy Lo. The firm was also appointed as Singapore listing agent for the listing of the convertible bonds, led by partner Joan Janssen.

Davis Polk & Wardwell LLP has advised Credit Suisse (Singapore) Limited and Deutsche Bank AG Singapore Branch as the initial purchasers in respect of the Rule 144A/Reg S global offering by Berau Capital Resources Pte Ltd, a wholly-owned subsidiary of PT Berau Coal Energy Tbk, of US$100 million aggregate principal amount of its 12.5 percent guaranteed senior secured high-yield notes due 2015. The notes were a reopening of, and form a single series with, the US$350 million aggregate principal amount of notes issued on July 8, 2010. Berau Coal Energy is a holding company that indirectly owns 90 percent of PT Berau Coal, the fifth-largest coal producer in Indonesia in terms of production volume. The firm’s corporate team was led by partners William F Barron and John D Paton.

Khaitan & Co has advised Edelweiss Capital Limited in respect of the open offer triggered by the acquisition of shares of Maytas Infra Limited (MIL) – an infrastructure development, construction and project management company – by SBG Projects Investments Limited, Republic of Mauritius (SBG), by way of preferential allotment. SBG is an investment holding company promoted by Skylight Investments (Mauritius) Limited and belongs to the Saudi Binladin Group Limited, which is a multinational construction conglomerate. The total amount raised through the open offer is approximately US$129 million. Mumbai partner Arindam Ghosh led the transaction.

Khaitan & Co has also advised Lilliput Kidswear Limited New Delhi (Lilliput), a leading manufacturer and exporter of kids’ wear, in respect of the private equity investment by US-based PE investors Bain Capital LLC and TPG Inc. The total investment made by the PE investors is US$86 million. Delhi partner Sharad Vaid led the transaction.

Latham & Watkins has represented Allyes Online Media Holdings Limited (Allyes) in respect of the sale of a majority interest in the company to Silver Lake – a global leader in private investments in technology and technology-enabled industries – by Focus Media Holding Limited (Focus Media), a leading digital media group in China. Allyes provides online advertising agency services, advertising networks, performance marketing, advertising technology solutions and online market research through its digital marketing platform to global brands. Hong Kong corporate partner David Zhang led the firm’s team in advising on the transaction, which was valued at US$124 million.

Mallesons Stephen Jaques has acted for the Merivale group in respect of the refinancing of its entire business operations. The Merivale group is the Hemmes family business that owns various hotels and restaurants including The IVY and Establishment. Banking and finance partner Richard Hayes led the firm’s advisory team. The banks involved in the refinancing are CBA and St George, who were represented by Gadens partner Mark Skinner.

Maples and Calder has acted as British Virgin Islands counsel to Sino-Ocean Land Capital Finance Limited (Sino Ocean), a BVI subsidiary of Sino-Ocean Land Holdings, in respect of its US$900 million issue of perpetual subordinated convertible securities, to be listed on the SGX. Sino-Ocean is a leading real estate developer in Beijing and other major cities in China. Proceeds of the issue will be used to finance new and existing projects and for general corporate purposes. BOCI Asia Limited, JP Morgan Securities and Macquarie Capital Securities acted as joint lead managers. Partner Greg Knowles led the transaction, whilst Paul Hastings advised Sino-Ocean as international counsel. Linklaters and Jingtian & Gongcheng advised the joint lead managers as UK/US and PRC counsel, respectively.

Milbank, Tweed, Hadley & McCloy LLP has represented an ad hoc committee of institutional noteholders in respect of the successful debt restructuring by Chinese oil storage and shipyard operator Titan Petrochemicals Group Limited (Titan). The transaction, completed last week, marks the first successful out-of-court restructuring of widely held Chinese high yield notes. Titan offered to exchange all US$315 million of its outstanding 8.5 percent senior notes due 2012 for a combination of new convertible notes due 2015, PIK notes due 2015 and cash. The majority of the cash consideration was funded by a new equity investor. The ad hoc group of shareholders included larger institutional noteholders who, at their peak, collectively accounted for about US$120 million principal amount of notes. The co-dealer managers for the exchange offer were Goldman Sachs (Asia) LLC and ING. Hong Kong-based partner Joshua M. Zimmerman led the firm’s advisory team.

Mori Hamada & Matsumoto is advising SANYO Electric Co Ltd (Sanyo) in respect of the tender offer for its shares by Panasonic Corporation (Panasonic), which was announced on 29 July 2010. Panasonic aims to acquire 100 percent of the shares of Sanyo via the tender offer for the purpose of management integration. The total purchase price will be approximately US$4.9 billion. Partners Satoshi Kawai and Katsumasa Suzuki are leading the transaction.

Paul, Hastings, Janofsky & Walker LLP has represented two major Chinese state-owned enterprises – China National Native Produce & Animal By-Products Import & Export Co (Tuhsu) and its corporate parent, China National Cereals, Oils & Foodstuffs Import & Export Co (COFCO) – in respect of securing an appellate victory before the Pennsylvania Superior Court. The verdict marks the conclusion of long-running enforcement proceedings related to a fifteen year old product liability case brought in a Pennsylvania state court wherein the plaintiff initially obtained a multi-million dollar judgment against Tuhsu. The case against Tuhsu was eventually dismissed. James Berger from the firm’s New York office led the firm’s advisory team.

Stamford Law Corporation is advising Galaxy NewSpring Pte Ltd (Galaxy), a special purpose vehicle jointly owned by Hyflux Ltd (Hyflux) and Mitsui & Co Ltd (Mitsui), in respect of the delisting of Hyflux Water Trust (HWT) from the SGX-ST and the exit offer for HWT at S$0.78 per HWT unit. Galaxy, which is a 50-50 joint venture company, serves as a vehicle for investing, developing and managing projects in the PRC water sector. Hyflux is listed on the SGX-ST, with a market capitalisation of approximately S$1.8 billion (US$1.3b). Mitsui is one of the world’s most diversified and comprehensive trading, investment and services enterprises. The exit offer price represents the highest price for the units in the last two years and a premium of about 17 percent over the volume-weighted average price of the units for the last month. Directors Lee Suet Fern, Lean Min-Tze and Bernard Lui lead the firm’s advisory team.

Stamford Law Corporation has also advised UK-based Global Invacom Holdings Limited (Global Invacom) in respect of the purchase of approximately 52.41 percent of the total issued shares in the capital of Radiance Group Limited (Radiance) from Thumb (China) Holdings Group Limited (In Liquidation) (Thumb (China) Holdings) and Hamish Christie, Cosimo Borrelli and Christopher Stride, as the joint and several liquidators of Thumb (China) Holdings. The acquisition was completed on 30 July 2010 for a cash consideration of approximately S$10.53 million (US$7.8m). Following the acquisition, Global Invacom has announced that it will make a mandatory unconditional cash offer for all the shares of Radiance other than those already owned, controlled or agreed to be acquired by Global Invacom, The Pacific Trust or any party acting in concert with it. Director Yap Lian Seng led the Stamford team.

WongPartnership LLP has acted for UOL Group Limited in respect of the establishment of its S$1 billion (US$740m) multicurrency medium term note (MTN) programme. The programme was arranged by DBS Bank and United Overseas Bank. Partner Hui Choon Yuen acted on the matter.

WongPartnership LLP has also acted for Prime Asset Holdings Limited and affiliated companies – all part of the Lend Lease group, a major Australia-based property development group – in relation to a S$360 million (US$266m) refinancing relating to Parkway Parade Shopping Centre in Singapore. Partners Alvin Chia and Carol Anne Tan acted on the matter.

Deals – 29 July 2010

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Allen & Gledhill LLP has advised a consortium led by Perennial Real Estate in respect of its purchase from City Developments Limited group of companies of 283 retail units and four office suites at the 99-year leasehold site in Chinatown Point. Partners Margaret Soh and Eudora Tan led the transaction, which was valued at approximately S$250 million (US$183m).

Allen & Gledhill LLP is also acting as Singapore counsel to The Public Utilities Board (PUB) in respect of its issue of S$400 million (US$293m) 3.012 percent bonds due 2022, which are listed on the SGX. The firm’s advisory team is being led by partner Margaret Chin. The firm is also advising DBS Bank Ltd acted as the lead manager and paying agent for the issue, and DBS Trustee Limited as the trustee, led by partner Au Huey Ling.

Ashurst is advising Religare Capital Markets Limited (RCML), the investment banking and institutional securities arm of global financial services group Religare Enterprises Limited, in respect of its acquisition of Central Joint Enterprises Limited (CJE). CJE, which trades as Aviate Global (Asia), is a Hong Kong-headquartered Asia equities trading franchise. Conditional upon regulatory clearances in Hong Kong and Singapore, the acquisition represents a key part of RCML’s strategy to develop a full service equities and investment banking business in the region. The team advising RCML is being led by Hong Kong corporate partner Robert Ogilvy Watson, whilst a team from Arfat Selvam Alliance LLC, led by partner Krishna Ramachandra, is advising on Singapore regulatory clearances.

Ashurst has acted as international counsel to Korea Housing Finance Corporation (KHFC), a Korean state-owned entity responsible for promoting home ownership among low and middle income persons in Korea, in respect of its inaugural issue of US$500 million covered bonds. The transaction represents the first statutory covered bond to be issued in Asia, and the issue, closed on 15 July 2010, was over-subscribed by an international investor base in the US, Asia and Europe. The firm’s team was led by partner Peter Kwon, whilst KHFC was advised on Korean law by a team from Shin & Kim, led by Ho-Seog Hwang and Young-Hee Jo. The joint lead managers, Standard Chartered Bank and BNP Paribas, were advised by Sidley Austin LLP, led by partners Michael Durrer and Partha Pal. A separate team, led by partner Elizabeth Uwaifo, acted for Standard Chartered First Bank Korea Limited and BNP Paribas, Seoul Branch as joint swap providers, whilst a third team from Sidley, led by partner Andrew Bliss, advised Citicorp International Limited as trustee. Korean law advice for the joint lead managers was provided by a team from Kim & Chang, led by Yong-Ho Kim.

AZB & Partners is also acting as domestic counsel to Embassy Property Developments Limited in respect of its proposal for an IPO of its shares by issuing fresh equity shares. UBS Securities India Private Limited and Nomura Financial Advisory and Securities (India) Private Limited are acting as joint global coordinators and book running lead managers to the issue, whilst Citigroup Global Markets India Private Limited and Edelweiss Capital Limited are acting as lead managers. The deal was signed on 12 July 2010 and is yet to be completed. The fresh issue of equity shares is expected to be valued up to approximately US$522 million, at a price to be determined by the SEBI prescribed book building process. Partners Anup Shah and Srinath Dasari are leading the transaction.

AZB & Partners is also advising JFE Steel Corporation (JFE) in respect of its agreement with JSW Steel Limited (JSW) to purchase equity shares representing not more than 14.99 percent of the equity share capital of JSW. JFE and JSW have also entered into various technical arrangements including technology license and technical assistance agreements for production of automotive steel at JSW, general technical assistance and supply of substrate by JFE to JSW. The deal, valued at approximately US$1.1 billion, is expected to be completed within 45 days from the date of signing, which took place on 27 July 2010. Partner Shameek Chaudhuri led the transaction.

Baker & McKenzie has acted as Hong Kong law counsel to Bank of Communications Co Ltd (BoCom) in respect of its rights issue in Hong Kong. The Shanghai headquartered BoCom is the fifth largest commercial bank in the PRC based on total assets and is the sole global commercial bank partner of the Shanghai Expo 2010. BoCom raised approximately RMB32.8 billion (US$4.87m) from its issue in both Hong Kong and Shanghai, with net proceeds intended to be used to strengthen its capital base. The firm’s team was led by Shanghai-based partner Anthony Jacobsen and Hong Kong-based partners CY Leung and Brian Spires.

Clayton Utz has advised Citadel Resource Group Limited in respect of its accelerated rights issue offer which has raised approximately A$262 million (US$236m). The proceeds will fund the development of its Jabal Sayid copper and gold project in Saudi Arabia. Melbourne equity capital markets partner Charles Rosedale led the firm’s team.

Clayton Utz is also advising Macquarie Capital Advisers as underwriter in respect of SAI Global’s A$130 million (US$117m) equity raising. SAI Global is seeking to raise A$130 million in new equity – A$80 million (US$72m) through an accelerated non-renounceable pro-rata entitlement offer and an additional A$50 million (US$45m) through an institutional placement – and US$60 million in debt to finance its proposed acquisition of Integrity Interactive, a leading US-based compliance and ethics solutions provider. Stuart Byrne, who heads the firm’s equity capital markets practice, is leading the advisory team.

Clifford Chance has advised the lenders – which include Asian Development Bank, Kasikornbank pcl, Siam Commercial Bank pcl and Bangkok Bank pcl – in respect of the financing of a 74MW solar power plant located in the Lopburi province in Thailand. The project was developed by Natural Energy Development, a joint venture between Hong Kong-based CLP Holdings, Japan’s Mitsubishi Corporation (and its subsidiary Diamond Generating Asia Limited) and Bangkok-based Electricity Generating Public Company Ltd, and when constructed will be the largest photovoltaic power project to date. Joseph Tisuthiwongse led the transaction.

Davis Polk & Wardwell LLP has advised the joint lead managers – consisting of Deutsche Bank AG, Singapore Branch, HSBC Bank plc, The Royal Bank of Scotland plc and UBS AG Singapore Branch – in respect of a Regulation S offering by Temasek Financial (I) Limited under its US$10 billion medium-term notes program of £200 million (US$311m) aggregate principal amount of 4.625 percent guaranteed notes due 2022, and £500 million (US$778m) aggregate principal amount of 5.125 percent guaranteed notes due 2040. The notes are guaranteed by Temasek Holdings (Private) Limited. Partners William F Barron and James C Lin led the firm’s corporate team, whilst Temasek was advised by Latham & Watkins as to English law and by Allen & Gledhill as to Singapore law.

Gide Loyrette Nouel has advised PSA Peugeot Citroën in respect of a joint venture with China Changan Automobile Group (Changan), one of China’s largest auto manufacturers. The equally owned JV has an initial investment of RMB8.4 billion (US$1.24b) and will develop a range of light commercial vehicles and passenger cars. It will also introduce the Citroën DS line in China, which consists of three vehicles positioned in the small, medium and large car segments. The contract also allows for the JV to market, at a later date, further vehicles under the partners’ other brands, Peugeot and Changan. Based in Shenzhen in China’s Guangdong Province, the JV will have an initial annual production capacity of 200,000 vehicles and engines, with the first vehicle scheduled to be launched in the second half of 2012. International M&A partner Guillaume Rougier-Brierre led the firm’s advisory team.

The Mumbai office of J Sagar Associates has advised IL&FS Trust Company Limited (IL&FS) and IIRF India Realty XVI Limited, funds managed by IL&FS Investment Managers Limited, on investing in Aria Hotels and Consultancy Services Private Limited (Aria), a subsidiary of Asian Hotels (West) Limited which runs Hyatt Regency in Mumbai. As part of the transaction, IL&FS will invest Rs80 crores (US$17m) to acquire a 33 percent stake in Aria, which, along with its partner Marriott International, will use the investment to part finance the setting up of a high-end hotel in New Delhi’s hospitality district near the international airport. The firm’s team was led by partner Akshay Chudasama. New Delhi-based firm T Sen Gupta & Associates represented Aria and the promoters.

Jones Day is advising Beiqi Foton Motor Co (Foton), China’s largest commercial-vehicle manufacturer, in respect of its joint venture deal with Daimler AG (Daimler) and Daimler’s regional headquarters, Daimler North East Asia Ltd (DNEA). After eight years of negotiation, Foton, Daimler and DNEA signed the joint venture contract in the presence of Chinese Premier Wen Jiabao and German Chancellor Angela Merkel in Beijing on 16 July 2010. The JV will be dedicated to the manufacture of medium and heavy duty trucks as well as OM457 engines, with the technology to be licensed by Daimler. Foton’s capital contribution, which will represent a fifty percent equity interest in the JV, will be made by transferring both tangible and intangible assets to the JV in connection with medium and heavy duty truck production and sales, which amount to RMB2.8 billion (US$413m). Daimler and DNEA will jointly inject RMB2.8 billion (US$413m) cash, which representing the other fifty percent equity interest in the JV. John Kao is leading the firm’s team, whilst Daimler is being represented by Taylor Wessing.

Khaitan & Co has advised India Agri Business Fund Ltd (Rabo Equity Advisors) Mauritius (IABF), a fund predominantly focused on the agricultural sector and related business activities in India, in respect of the acquisition of a stake in Vacmet India Limited India, a fast growing company engaged in manufacturing and all kinds of packaging, films, rolls, etc. IABF acquired a 23.92 percent equity interest in the post issued capital of the target. The total transaction value was approximately US$10.5 million. Partner Bharat Anand led the transaction.

Khaitan & Co has also advised Infotel Broadband Services Pvt Ltd and Reliance Industries Ltd in respect of arranging US$500 million in external commercial borrowings which has formed part of the financing required to fund their US$2.85 billion recent acquisition of pan-India Broadband Wireless Access (BWA) spectrum. The funding was in connection with the high profile auction for the 3G and BWA spectrums conducted by the Government’s Department of Telecom. Banking and finance partner Shishir Mehta, a recent lateral hire from White & Case, led the transaction.

Llinks Law Offices has acted as PRC counsel to Red Star Macalline, the largest furniture chain owner and operator in China, in respect of its completion in June 2010 of a private equity investment valued at RMB2.6 billion (US$383m). Investors included first tier local and international investors such as Warburg Pinkus, CITIC Private Equity Fund, Fosun Group and Bohai Equity Fund.

Llinks Law Offices has also advised Jiangsu Shentung Valve Co Ltd in respect of its IPO of 26 million shares on 10 June 2010, which raised a total of RMB572 million (US$84m), and its subsequent listing on the Shenzhen Stock Exchange on 23 June 2010. The transaction had the approval of the China Securities Regulatory Commission.

Mayer Brown JSM has acted for Vanship Holdings Limited, a Liberian registered company based in Hong Kong, in respect of the disposal of a fleet of seven VLCCs, valued at approximately US$587 million, to New York-listed tanker operator Navios Maritime Acquisition Corporation. Six of the seven tankers are under long-term time charter to counterparties including COSCO, Sinochem, Formosa and SK Shipping, and the deal was undertaken as a structured sale of ship-owning companies rather than assets in order to protect existing contracts relating to the ships. The firm’s team was led by Alastair MacAulay.

Mayer Brown JSM has also advised The Hongkong and Shanghai Banking Corporation Limited in respect of the term loan facilities for a group of associated companies located in Hong Kong, Italy and Luxembourg in relation to the acquisition of the majority shareholding of a leading Italian fashion brand. Allan Yu led the firm’s advisory team, whilst Tonucci & Partners and Elvinger Hoss et Prussen assisted on the Italian and Luxembourg aspects of the transaction.

Minter Ellison is advising Bendigo Mining (Bendigo) in respect of an agreement with BCD Resources NL (BCD), formerly Beaconsfield Mining, to merge the two companies via a scheme of arrangement. The merger of these two Australian-listed gold producers will create a significant new mid-tier Australian gold mining business. Bendigo will acquire all of the ordinary shares in BCD and BCD shareholders will receive 0.72 Bendigo shares for each BCD share held. This implies a combined market capitalisation of A$162 million (US$146m). Shareholders are expected to vote in November 2010. Bendigo owns and operates two producing underground gold mines in Australia and is involved in gold exploration in West Africa through its investment in GoldStone Resources Limited. BCD owns the Tasmania Mine in northern Tasmania. The firm’s advisory team is led by Melbourne-based corporate partner Marcus Best while BCD is being advised by Mills Oakley.

Orrick, Herrington & Sutcliffe LLP has advised Parkway Life Real Estate Investment Trust (PLife REIT), Asia’s largest listed healthcare REIT by asset size, in respect of its JPY3.1 billion (US$35.3m) acquisition of five nursing home properties in Japan. The transaction, which follows a similar acquisition of six Japanese nursing homes last month for JPY3.9 billion (US$44.4m), was completed on 16 July 2010. Singapore-based PLife REIT acquired the properties from Yugen Kaisha KSLC, a subsidiary of Kenedix Inc, Japan (Kenedix), a Japanese real estate asset manager. With previous acquisitions from Kenedix, PLife REIT’s investment into Japanese nursing and care homes from Kenedix now totals 20 properties. A team of Japan and US qualified real estate lawyers, led by partner Asahi Yamashita, handled the transaction.

Sidley Austin LLP’s Hong Kong office has acted as issuer’s counsel in respect of two separate IPOs recently listed on the HKSE. The IPOs were on behalf of China ITS (Holdings) Company Limited (China ITS), a transportation infrastructure technology services provider in China, and Tian Shan Development (Holding) Limited (Tian Shan), a property developer in China. The China ITS offering included a concurrent global placement pursuant to Regulation S and Rule 144A and raised approximately US$106 million. Partners Constance Choy and Jason Kuo led the team advising on HK law and US law. Partner Gloria Lam led the firm’s team in respect of the Tian Shan offering, which raised approximately US$45 million.

Stamford Law Corporation is advising Oceanus Group Limited (Oceanus), the largest land-based abalone producer in the world, in respect of a collaboration agreement with leading Australian lobster aquaculture technology company, Lobster Harvest Limited (Lobster Harvest). Together, the two companies plan to develop commercial lobster production operations in South East Asia. The JV will include the establishment of two JV companies, namely a research company to be based in Singapore and a company to undertake propagation operations in the PRC. Under the terms of the Collaboration Agreement, Lobster Harvest will seek to raise A$4 million (US$3.6m) through a placement exercise in which Oceanus has agreed to participate by investing A$1 million (US$0.9m) in exchange for options and a 6.5 percent stake in Lobster Harvest’s enlarged share capital. It will also make a further investment of A$2 million (US$1.8m) in the JV companies. Lobster Harvest will in turn invest AU$1 million (US$0.9m) and its Slipper Lobster propagation technology in the JV companies. Director Yap Lian Seng leads the transaction.

WongPartnership LLP has acted for Asia Power Corporation Limited in respect of the following matters: (i) the proposed disposal of its entire 51 percent equity interest in the registered capital of its subsidiary, Heilongjiang Asiapower Xinbao Heating & Power Co Ltd, to Huadian Energy Company Limited for an aggregate consideration of RMB 204.4 million (US$30m) and the total accrued interest; and (ii) its proposed acquisition of an effective interest of 80 percent in three hydropower plants from Hongya Wo Sum Power Co Ltd, for an aggregate consideration of RMB 76.56 million (US$11.3m). Partner Vivien Yui acted on the matter.

WongPartnership LLP has also acted for the taxpayer in respect of (i) ABB v Comptroller of Income Tax in an appeal against an assessment of gains from stock options granted to the estate of an office holder in senior management, such gains amounting to about US$8 million; and (ii) in ZF v Comptroller of Income Tax in an appeal against a tax assessment where the Comptroller has disallowed capital allowances relating to prefabricated dormitories used in the business for providing accommodation to workers, on the ground that the dormitories were not “plant”. Partners Tan Kay Kheng and Leong Yew Kwong acted on the matters, respectively.

Deals – 22 July 2010

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Allen & Gledhill LLP has advised Standard Chartered Bank (SCB) in respect of its acquisition from General Electric Capital Corporation (GECC) of all the shares in GE Commercial Financing (Singapore) Ltd and certain assets of GE Capital Services Pte Ltd. The value of the total assets acquired from GECC is approximately S$183 million (US$133m). Partners Prawiro Widjaja, Tham Kok Leong, Tang Siau Yan and Christopher Ong led the firm’s advisory team.

Allen & Gledhill LLP has also advised Singapore Airlines Limited in respect of its issue of S$500 million (US$363m) fixed rate notes due 2020 under its S$1 billion (US$727m) multi-currency medium term note programme. The joint lead managers are Australia and New Zealand Banking Group Limited, DBS Bank Ltd, Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited. Partner Margaret Chin led the transaction, whilst partner Au Huey Ling advises the joint lead managers.

Allens Arthur Robinson is acting for Riversdale Mining Limited (Riversdale) in respect of a US$337 million capital raising. The proceeds will facilitate the accelerated development of stages two and three of the premium coking and thermal coal Benga Coal Project, based in the Tete Province in Mozambique. The transaction comprises a US$102 million fully underwritten institutional placement and a 1-for-8 fully underwritten accelerated non-renounceable pro-rata entitlement offer to all eligible shareholders. The entitlement offer involves an institutional component of approximately US$165 million and a retail component of approximately US$70 million. Partner and co-head of equity capital markets Stuart McCulloch acted on the matter. Blake Dawson acted for the underwriters.

Appleby has acted as the Cayman Islands counsel for Manta Holdings Company Limited (Manta) in respect of its listing on the HKSE on 19 July 2010. Manta primarily serves the construction and infrastructure sectors in Hong Kong, Macau, Singapore and Vietnam in respect of tower cranes and mast-climbing work platforms. Proceeds from the offer will be used for expansion of its rental fleet and inventory for trading. The firm’s team was led by Hong Kong corporate partner Judy Lee.

Appleby has also acted as BVI counsel to Chevalier Pacific Limited (Chevalier) in respect of its sale of 80 percent of Pacific Coffee (Holdings) Limited – Hong Kong’s second-biggest coffee shop chain – for HK$326.64 million (US$42m) to China Resources Enterprises Limited (China Resources). Both Chevalier and China Resources are listed on the HKSE. By introducing China Resources as the major shareholder and taking advantage of the extensive network and experience of China Resources in the food and beverages market in mainland China, the Pacific Coffee Group will be in a better position to strengthen its competitiveness, build up stronger consumer recognition of the “Pacific Coffee” brand, expand its retail network coverage in mainland China and seize a bigger market share in a more efficient manner. Judy Lee again led the firm’s team, whilst Robertsons advised Chevalier as to Hong Kong law. Richard Butler in Association with Reed Smith LLP advised China Resources as to Hong Kong law.

AZB & Partners has advised Masonite International Corporation USA, the world’s largest door manufacturer, in respect of its establishment of an Indian wholesale trading company which will procure and sell doors to business customers and, through third parties, to retail consumers. Partner Sai Krishna Bharathan acted on the matter.

Azmi & Associates has advised the largest banking group in Malaysia, Malayan Banking Berhad, in respect of the corporate restructuring exercise of its subsidiary, the shareholders of which include a company involved in insurance operations on a global scale. The transaction, worth approximately RM359.3 million (US$111.8m), involved advisory services, successful application for stamp duty waiver, review, and drafting of the share purchase agreement, as well as a subsequent debt-into-equity conversion agreement.

Baker & McKenzie has advised Prospect Reit Investment Corporation (PRI) in respect of its merger, effective 1 July 2010, with Japan Rental Housing Investments Inc (JRH), a publicly traded J-REIT affiliated with the US-based Oaktree Capital. The acquisition was transacted via a merger (stock swap) between the REITs where one share of PRI was exchanged for 0.75 percent of a share of JRH. PRI and JRH’s merger involved the first public / private fund financing in Japan after the global financial crisis and also involved a total of ¥42 billion (US$467m) of refinancing of syndicated loans. The firm’s team was led by Tokyo partner Hitoshi Sumiya.

Clayton Utz has acted as the sole adviser to ASX-listed Tutt Bryant Group (TBG) in respect of the proposed acquisition by majority shareholder Tat Hong Holdings Ltd of the remaining issued shares which it does not own. The proposed acquisition, under which the total issued shares in TBG were valued at approximately A$132 million (US$116.5m), will be implemented via an off-market takeover bid and is unconditional except for Foreign Investment Review Board approval. National M&A practice head John Elliott is leading the firm’s team.

Clifford Chance’s Dubai office and Al-Jadaan & Partners Law Firm’s Riyadh office have advised HSBC Saudi Arabia Limited in respect of the issue by SBG Sukuk Limited of a SAR700 million (US$186.6m) sukuk-al-murabaha to local investors in the Kingdom of Saudi Arabia. The transaction represents the first commercial paper in Saudi Arabia and the first sukuk where investors may share the benefit of an assignment of contract proceeds. The Clifford Chance team was led by partner Debashis Dey (head of capital markets in the Middle East) while the Al-Jadaan & Partners team was led by partners Mohammed Al-Jadaan and Mohamed Hamra-Krouha.

Davis Polk & Wardwell LLP has advised Credit Suisse (Singapore) Limited and Deutsche Bank AG Singapore Branch as the initial purchasers in respect of the Rule 144A/Reg S global offering by Berau Capital Resources Pte Ltd (a wholly owned subsidiary of PT Berau Coal Energy Tbk) of US$350 million aggregate principal amount of its 12.5 percent guaranteed senior secured high-yield notes due 2015. Berau Coal Energy is a holding company that indirectly owns 90 percent of PT Berau Coal, the fifth-largest coal producer in Indonesia in terms of production volume. The firm’s corporate team was led by partner William F Barron.

Khaitan & Co has advised India Infoline Investment Services Limited in respect of investigating the title and providing a title report and opinion on mortgaging of development rights in relation to a property under development. The property involves land measuring 27,913.93 square meters and an additional TDR permissible property (measuring 154,082.40 square meters) in Oshiwara Goregaon in Mumbai. The transaction value was US$100 million. Partners Sudip Mullick and Savita Singh acted on the matter.

Khaitan & Co has also advised Moneyline Credit Limited in respect of the debt financing, through the issue of debentures, of a real estate project of Vijay Associates (Wadhwa) Constructions Private Limited at Oshiwara Goregaon in Mumbai. The total amount of financing was US$100 million. Partners Arindam Ghosh and Joy Jacob handled the transaction.

Latham & Watkins has represented Daiwa Capital Markets (Daiwa) in respect of its acquisition of global convertible bonds and the Asian equity derivatives businesses of KBC Group (KBC) for approximately US$1 billion. The acquired businesses are leading market players in the sales, trading and structuring of global convertible bonds and Asian equity derivatives across offices in London, New York and Hong Kong. Daiwa will pay approximately US$200 million to take over the staff, IT infrastructure and other assets, and approximately US$800 million for the trading position of KBC, with the latter portion of the acquisition cost to be finalised at completion when the assets are transferred at market value. The transaction, which is subject to regulatory approvals, is expected to close by the end of the fourth quarter of 2010. Hong Kong corporate partner Simon Berry led the firm’s cross-border advisory team.

Latham & Watkins has also represented CNinsure Inc, a leading Chinese independent insurance intermediary company, in respect of its follow-on offering of 4.6 million American depositary shares, representing 92 million ordinary shares, listed on the NASDAQ Global Select Market. The offering raised gross proceeds of US$115 million, with CNinsure receiving net proceeds of approximately US$109.6 million, after deducting underwriting discounts and commissions and estimated offering expenses. Morgan Stanley and Bank of America Merrill Lynch acted as joint bookrunners for the offering, which was priced on 8 July 2010 and closed on 14 July 2010. Hong Kong corporate partners David Zhang and Eugene Lee led the firm’s advisory team.

Mayer Brown JSM has advised Great Eagle Holdings Limited (Great Eagle) in respect of a disclosable and connected transaction relating to the acquisition of a one-third interest in Magic Garden Investments Limited (Magic Garden) from Shui On Investment Company Limited. Magic Garden holds, among others, a hotel development in Luwan District in Shanghai. The related sale and purchase agreement was entered into on 1 April 2010 and the consideration for the acquisition was approximately US$24.1 million. The firm’s team was led by Jacqueline Chiu.

Minter Ellison has advised Healthscope in respect of the intense takeover bidding war that has culminated in a recommended cash offer from private equity groups TPG Capital and Carlyle Group, valuing the company at A$2.7 billion (US$2.4b). Healthscope, Australia’s second-largest private hospital operator, operates private hospitals and owns medical clinics as well as pathology services in Australia, New Zealand and South East Asia. The deal, by scheme of arrangement, is subject to shareholder and Foreign Investment Review Board approval. If successful, it will be Australia’s largest private equity buy-out. The firm’s advisory team was led by Bart Oude-Vrielink.

Norton Rose (Asia) LLP has advised Jefferies International Limited as underwriter in respect of a US$75 million convertible bond issuance by Shiv-vani Oil & Gas Exploration Services Limited (Shiv-vani), a leading private sector onshore oil and gas service provider in India. The bonds, issued on 16 July 2010 to investors outside the US pursuant to Regulation S of the US Securities Act, will be listed on the SGX-ST and have a five-year maturity with right to convert into the ordinary shares of Shiv-vani. The issuance is subject to an upsize option of US$20 million. The team was led by Singapore corporate partner Adam Summerly, whilst Selene Tan of the firm’s Singapore office advised Citi in its capacity as trustee and agent. Axon Partners LLP, led by partner Abhimanyu Bhandari, provided Indian law advice.

Paul, Hastings, Janofsky & Walker has advised HKSE-listed Yuzhou Properties Company Limited (Yuzhou Properties), a leading property developer in China’s Fujian province, in respect of its issuance of approximately US$129 million fixed rate guaranteed bonds due 2013. The bonds will be issued in two tranches to China Life Trustees Limited and will be due in three years. The net proceeds from the bond issue will be used for the potential acquisition of land and general working capital. The firm’s team was led by Raymond Li.

Paul, Hastings, Janofsky & Walker, again led by Raymond Li, has also advised HKSE-listed Sino-Ocean Land Holdings Ltd (Sino-Ocean Land), one of the largest real estate companies in China, in the following two deals:

The firm has advised Sino-Ocean Land in respect of the issue by its subsidiary, Sino-Ocean Land Capital Finance Limited, of perpetual subordinated convertible securities amounting to approximately US$900 million. The convertible securities are perpetual with no fixed redemption date and will be listed on the SGX-ST upon completion. BOCI Asia Limited, JP Morgan Securities Ltd and Macquarie Capital Securities Ltd are joint lead managers on the deal, which is the first issue in Hong Kong where the securities are recognized as equity on the balance sheet of the issuer upon issue.

The firm also advised Sino-Ocean Land in respect of its intended acquisition of an approximate 69 percent stake in HKSE-listed Kee Shing (Holdings) Ltd (Kee Shing). Under the terms of the agreement, Kee Shing will concentrate on its property and securities investment businesses after the acquisition, and will change its name to Gemini Property Investments. Upon completion, Sino-Ocean Land will be required under the Hong Kong Takeovers Code to make an unconditional mandatory cash offer to independent shareholders of Kee Shing to acquire all the issued shares of the company (other than those already held or agreed to be acquired by Sino-Ocean Land).

Rajah & Tann LLP has advised SGX-ST Catalist-listed SHC Capital Limited, which is the insurance arm of the See Hoy Chan Sdn Berhad Group, in respect of its placement of an aggregate of 14 million new shares to nine investors. The transaction, which was announced on 8 July 2010 and is currently ongoing, is valued at approximately S$1.5 million (US$1m). CIMB Bank Berhad Singapore Branch acted as Catalist sponsor of the placement. Partner Danny Lim led the transaction.

Slaughter and May is advising global luxury company Burberry in respect of its agreement to acquire the stores and related assets in China currently operated by its long-standing franchisees, for approximately £70 million (US$106m) in cash. Under the agreement, Burberry expects to acquire the assets and inventory of 50 stores in 30 cities in China. This transaction, which was announced on 16 July 2010, is in line with Burberry’s strategy of unifying the brand around the world, while at the same time increasing its exposure to retail and to high-growth luxury markets. Partner Neil Hyman led the transaction.

Shin & Kim has advised KCC Corporation in respect of its issuance of US$480 million fixed rate notes due 2013 and a US$70 million term loan facility. The transaction was signed on 21 June 2010 and completed on 29 June 2010. Byoung Seon Choe and Soo Hyun Yi of the firm’s banking and finance practice group led the advisory team.

WongPartnership LLP has acted for Lindeteves-Jacoberg Limited (Lindeteves) in respect of the proposed disposal of its entire interests in its wholly owned subsidiaries – namely Lindeteves-Jacoberg Holding GmbH, Fabryka Silnikow Elektrycynych SA and Brook Motors Limited – to its majority shareholder, the ATB Group (consisting of ATB Austria Antriebstechnik AG and its affiliates), for a consideration of €115 million (US$147m). Partner Chan Sing Yee acted on the matter.

WongPartnership LLP has also acted for the lenders of a S$300 million (US$218m) syndicated financing for the purchase of a plot of land from the Urban Redevelopment Authority and the development of the 616-unit condominium “Waterbank at Dakota” in Singapore. Some of the proceeds were also used to repay shareholder loans which were used to fund the purchase of the property. Partners Alvin Chia and Dorothy Marie Ng acted on the matter.

Yulchon has represented IBK Auctus Green Growth Private Equity Fund (IBK Auctus) in respect of the acquisition of redeemable convertible preferred shares issued by Alti Semiconductor Co Ltd (Alti Semiconductor). Under the transaction, which was valued at KRW 30 billion (US$25m), IBK Auctus acquired approximately 18 percent of Alti Semiconductor’s issued shares, with the deal closing on 18 June 2010. Alti Semiconductor is expected to enhance its competitiveness in LED-related businesses while IBK Auctus – in which IBK (Industrial Bank of Korea) and Auctus Partners are co-representative partners – has strengthened its reputation as a new growth engine fund. Partner Sung Wook Eun from the firm’s M&A team led the deal.

Yulchon’s M&A team is also advising Lotte Card and Lotte Data Communication Company on the KRW150 billion (US$124m) acquisition of EB Card, a prepaid transportation card company. Last year, Lotte Group also acquired Mybi Co Ltd, a prepaid transportation card company operating in the Pusan and Kyungnam areas, and is further strengthening its competitiveness in the prepaid card business through the acquisition of EB Card. Lotte Card plans to expand its business in the electronic payment system market in the near future. The project team was led by partners Hee Woong Yoon and Jin Kook Lee.

Deals – 15 July 2010

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Allen & Gledhill LLP is advising Keppel Infrastructure Fund Management Pte Ltd (as the trustee-manager of KGT), Keppel Integrated Engineering Limited (as the sponsor of KGT) and Keppel Corporation Limited (KCL) in respect of the distribution, by way of dividend in specie, of KCL’s units in K-Green Trust (KGT) which have been listed on the SGX-ST. KGT, which aims to invest in “green” infrastructure assets in Singapore and globally with a focus on Asia, Europe and the Middle East, is the first infrastructure business trust to be listed on the SGX-ST by way of introduction. Partners Prawiro Widjaja and Bin Wern Sern led the firm’s advisory team.

Appleby has acted as Cayman Islands counsel for Tian Shan Development (Holdings) Limited (Tian Shan) in respect of its listing on the HKSE on 15 July 2010. Proceeds from the offer, estimated to be around HK$377 million (US$48.5m), will be used to fund various property projects in the PRC. Tian Shan, a property developer with headquarters in Shijiazhuang, Hebei, China, focuses on the development of quality residential properties with modern design, scenic environment and landscape. Hong Kong corporate partner Judy Lee led the team, whilst Sidley Austin advised Tian Shan as to Hong Kong law. Squire, Sanders & Dempsey advised the underwriters and China Everbright Capital Limited (as the sponsor) as to Hong Kong law.

AZB & Partners has advised Deutsche Equities India Private Limited and Citigroup Global Markets India Private Limited as the brokers in respect of the sale of an aggregate of 16.75 million shares of HCL Technologies Limited, held by HCL Corporation Limited, to various purchasers. The transaction was undertaken pursuant to the terms of the Secondary Trade Agreements executed on 23 June 2010 and in accordance with, amongst others, Regulation S under the US Securities Act of 1933. Partner Shuva Mandal led the transaction.

AZB & Partners is also advising Sipadan Investments (Mauritius) Limited, a member of the Khazanah group, in respect of its subscription to 38 million compulsorily and mandatorily convertible cumulative preference shares of Infrastructure Development Finance Limited. Publicly announced on 7 July 2010, the deal is valued at approximately US$81 million and is yet to be completed. Partner Shuva Mandal is also leading this transaction.

Baker & McKenzie has advised the shareholders of Study Group Pty Limited (Study Group) – including CHAMP, CHAMP Worldwide and Petersen Investments – in respect of the sale of 100 percent of their equity in Study Group to Providence Equity Partners for A$660 million (US$581m). Study Group is a leading global private education provider with students in campuses in the US, the UK, Australia and New Zealand. Prior to the sale, the company was controlled by Champ Private Equity. Partners Mark McNamara and Simon de Young led the transaction.

Baker & McKenzie has also advised LaSalle Investment Management, acting on behalf of the LaSalle Asia Opportunity Fund III (the Fund), in respect of its A$130 million (US$115m) purchase of the landmark Sofitel Sydney Wentworth hotel in Phillip Street, Sydney. The hotel was acquired from Tourism Asset Holdings Limited and was the Fund’s first acquisition of a hotel in Australia. Partners Roy Melick and Graeme Dickson led the transaction.

Blake Dawson has advised POSCO, Korea Electric Power Corporation (KEPCO) and Cockatoo Coal Limited (Cockatoo) in respect of the acquisition of Anglo American PLC’s (Anglo) interests in development and exploration projects worth A$580 million (US$510m). Cockatoo entered into a conditional agreement to acquire Anglo’s interest in three projects in the Surat Basin, Queensland, whilst KEPCO has entered into a conditional agreement to acquire Anglo’s interest in the Bylong project in the North West Sydney Basin and has granted Cockatoo a 30 percent call option over this interest. POSCO, meanwhile, has entered into a conditional agreement to acquire Anglo’s interest in the Sutton Forrest project in the Sydney basin, and has agreed to sell 30 percent of the project to Cockatoo in exchange for A$21.5 million (US$19m) new Cockatoo shares. Cockatoo will need to raise a further A$84 million (US$74m) and is considering funding alternatives. The firm’s team was led by Bill Koeck and Ian Williams.

Chang, Pistilli & Simmons has acted for Mosaic Oil NL in respect of its proposed acquisition by AGL Energy Limited (AGL Energy). Valued at approximately US$130 million, the transaction is to be implemented by way of a scheme of arrangement involving cash and a scrip alternative. The deal involves a range of energy assets in Australia and New Zealand, and the scheme implementation timetable is until mid-October. Energy & Resources co-head Jason Mendens and partner Mark Pistilli led the firm’s advisory team, whilst AGL Energy was represented by a team from Allens Arthur Robinson, led by Guy Alexander and David Maloney.

Clayton Utz has acted for RBS Morgans as joint lead manager (together with Mirabaud Securities LLP) in respect of Atlantic Limited’s A$55.5 million (US$49m) capital raising. The transaction comprised 1.26 billion shares to strategic international investors and Australian and international institutional investors, and funds raised will allow construction and commissioning of the Windimurra vanadium project. Equity capital markets partner Brendan Groves led the transaction.

DLA Piper has represented Nasdaq-listed AsiaInfo Holdings Inc (AsiaInfo), a leading provider of software solutions and IT services for the telecommunications industry in China, in respect of its merger with Linkage Technologies International Holdings Limited, which closed on 1 July 2010. The transaction, a cash and stock deal valued at approximately US$733 million, creates one of the largest software companies in China. The combined company – which is renamed “AsiaInfo-Linkage” – will have a market capitalization of approximately US$1.7 billion and more than 8,000 employees. The firm’s team was led by corporate and finance partners Matt Adler and Steve Liu, whilst AsianInfo was also advised by Han Kun Law Office. Latham & Watkins and Global Law Office advised Linkage.

Gide Loyrette Nouel has advised auto finance company Compagnie Générale de Locations d’Equipement (CGL), a subsidiary of Société Générale Consumer Finance, in respect of a joint venture with BYD Company Limited (BYD Company), one of China’s fastest growing automotive manufacturers. The JV company, to be known as BYD Auto Finance Company Limited (BYD Auto), is expected to start operations in early 2011 and will provide auto financing for mainland China’s burgeoning car market. Shares in BYD Auto will be 20 percent owned by CGL and 80 percent owned by BYD Company. The transaction is subject to the approval of the Chinese authorities, particularly the China Banking Regulation Commission. The firm’s team was led by partner Guillaume Rougier-Brierre.

Gide Loyrette Nouel has also advised PSA Finance Nederland BV (PFN), a subsidiary of Banque PSA Finance, in respect of the increase of its stake in Dongfeng Peugeot Citroen Auto Finance Company Ltd (DPCAF), the vehicle financing venture it established with Dongfeng Peugeot Citroen Automobile Co Ltd (DPCAC) and the Bank of China (BOC) in mid 2006. Under the terms of the sale, PFN acquires BOC’s 50 percent shareholding in DPCAF, thus taking PFN’s total holding to 75 percent. DPCAC retains the remaining 25 percent. The firm’s team was again headed by partner Guillaume Rougier-Brierre.

Herbert Smith’s Singapore energy and projects team is advising The Export-Import Bank of China (China Eximbank) in respect of the US$412 million project financing of a greenfield 338MW hydropower plant in Cambodia, which is to be owned and built by affiliates of China’s Huadian Power International Corporation. Energy and projects partner Richard Nelson led the firm’s team in advising on the deal, which is expected to form a template for future investment by China Eximbank and other Chinese developers in the Cambodian power sector. DFDL Mekong provided Cambodian law advice whilst Jingtian & Gongcheng provided PRC law advice.

KhattarWong is acting for Smartflex Holdings Ltd (Smartflex), a comprehensive provider of integrated circuit (IC) module assembly and testing services for contact and dual interface smart cards, in respect of its IPO on the Catalist of the SGX-ST. Launched on 7 July 2010, the IPO of 13 million new shares comprise 1.5 million shares by way of public offer and 11.5 million shares by way of placement. The post invitation market capitalization is expected to be about S$18.1 million (US$13m) and the gross proceeds from the IPO is expected to be approximately S$2.86 million (US$2m). Partner Yang Eu Jin led the transaction.

Latham & Watkins has represented Trauson Holdings Company Limited, a leading producer of orthopaedic products in China, in respect of its IPO of almost 213 million shares – comprising an international placement of more than 106.4 million shares under 144A and Regulation S, and Hong Kong public offering of more than 106.4 million shares – at a total value of more than HK$749 million (US$96m). The firm’s team was led by Hong Kong partners William Woo and Eugene Lee.

Makes & Partners has advised PT Matahari Putra Prima Tbk (MPP) in respect of its formation of a strategic alliance with CVC Capital Partners Asia III LP and CVC Capital Partners Asia Pacific III Parallel Fund-A LP (collectively, CVC), a global private equity fund. As part of the transaction, MPP sold 90.76 percent of its stake in PT Matahari Department Store Tbk (MDS) to PT Meadow Indonesia, a subsidiary of CVC, for an aggregate purchase price of approximately ¬ US$720 million. MPP remains committed to focusing on the retail business by retaining ownership and control of the Matahari Food Business and, through the joint venture formed under this alliance, an indirect interest in MDS. Partners Yozua Makes and Iwan Setiawan led the transaction. Clifford Chance, Richards Butler in Association with Reed Smith LLP, Linklaters Allen & Gledhill Pte Ltd and Hadinoto Hadiputranto and Partners also advised on the transaction in various capacities.

Makes & Partners has also advised Axiata Group Berhad (AGB), one of the largest Asian telecommunication companies and the foreign controlling shareholder of PT XL Axiata Tbk (Axiata), in respect of the sale of a portion of its stake in Axiata – one of the biggest telecommunication companies listed on the IDX – through a Rule 144-A private placement. Goldman Sachs (Singapore) Pte (Goldman) was the sole global coordinator, also acting as joint bookrunner alongside CIMB Investment Bank Berhad (CIMB). Goldman, CIMB, JP Morgan Securities Ltd, Morgan Stanley and PT Mandiri Sekuritas were the joint lead managers of the offering. Partners Yozua Makes, Iwan Setiawan and Irfan Ghazali led the transaction, whilst. AGB and Axiata were advised by Shearn Delamore & Co and Skadden, Arps, Slate, Meagher & Flom LLP as to Malaysian and US law. The joint lead managers were advised by Sidley Austin as to US law and by Adnan Kelana Haryanto & Hermanto as to Indonesian law.

Mallesons Stephen Jaques has acted for UBS as the underwriter in respect of Boral Limited’s A$490 million (US$431m) capital raising. The proceeds will be used to finance investments and growth, including an upgrade of Boral’s Victorian plasterboard plant, the prospective development of Peppertree quarry in New South Wales, the acquisition of remaining interests in the MonierLifetile US concrete roof tiles joint venture, and to strengthen the company’s balance sheet. The firm’s team was led by partner David Friedlander.

Mallesons Stephen Jaques has also acted for Glencore Grain (Glencore) in respect of its new grain arrangements with AACL and Macro Funds Pty Ltd. Glencore’s funding of the seeding payments will bring AACL’s bank balance up to nearly A$53 million (US$47m). The firm’s team was led by partners Hal Bolitho and Nicholas Pappas.

Minter Ellison has advised DuluxGroup in respect of its demerger from Orica by scheme of arrangement. The demerger sees the creation of DuluxGroup as a new, stand-alone, ASX-listed company, whose focus is on premium branded coatings, home improvement and garden care products. Based on consensus estimates of the likely price on listing, this demerger is an A$1 billion (US$885m) transaction. Russell Miller AM led the firm’s team, whilst Freehills, led by partner Neil Pathak, advised Orica.

Morrison & Foerster has represented BNP Paribas Capital (Asia Pacific) Limited as sole book runner and lead manager in respect of the US$70 million IPO of Chaowei Power Holdings Limited (Chaowei) on the HKSE. Chaowei, a leading lead-acid battery manufacturer in China, produces batteries that power electric cars, bikes, and wind and solar energy storage batteries. The firm’s advisory team was led by Hong Kong partners Ven Tan and Stephen Birkett. The underwriters were also advised by the firm as to Hong Kong and US law, and by Jingtian & Gongcheng as to PRC law. Chaowei was advised by Orrick, Herrington & Sutcliffe as to Hong Kong law, by Zong Heng Law Firm as to PRC law, and by Conyers Dill & Pearman as to Cayman Islands law.

Morrison & Foerster has also advised PRC state-owned Harbin Pharmaceutical in respect of its asset acquisition of Pfizer’s swine vaccine (mycoplasma hyopneumoniae) business in China. The divestment of the Pfizer swine vaccine business was ordered by the Chinese Ministry of Commerce (MOFCOM) as a condition to its approval of the Pfizer-Wyeth merger on September 29, 2009. This is the first such divestment resulting from a MOFCOM anti-trust conditional approval, and according to the firm MOFCOM is looking at this transaction as a model for future divestments. Hong Kong partners Thomas Chou and Gordon Milner led the firm’s advisory team, whilst Pfizer was advised by Clifford Chance and King & Wood.

Mori Hamada & Matsumoto has represented Nomura Holdings Inc (Nomura) in respect of the issuance of the first US dollar-denominated sukuk for a Japanese corporation. Announced on 6 July 2010, the issue amount and duration of the sukuk are US$100 million and two years respectively. The sukuk certificates were issued outside of the US in compliance with Reg S of the US Securities Act of 1933 (as amended), and are to be listed on the Bursa Malaysia under an exempt regime. The proceeds will be utilised for the aircraft leasing business conducted by Nomura’s group company, Nomura Babcock & Brown Co Ltd. Partners Susumu Masuda, Naoki Ishikawa, and Taro Omoto acted on the matter, which represents the first sukuk issuance out of Malaysia by a Japanese multinational corporation. A team from Clifford Chance (led by partner and head of Islamic Finance Qudeer Latif in Dubai and partner Reiko Sakimura in Tokyo) advised Kuwait Finance House (Malaysia) Berhad as lead manager to the issue.

Norton Rose Group is advising The Hongkong and Shanghai Banking Corporation Limited (HSBC) in respect of its acquisition of the retail and commercial banking business of The Royal Bank of Scotland plc (RBS) in India. The acquisition, which is subject to various conditions including the receipt of regulatory approvals, involves portfolios with a gross asset value of US$1.8 billion (as at 31 March 2010). The total consideration will comprise a premium of up to US$95 million over the tangible net asset value of the businesses being acquired at closing of the transaction. Hong Kong corporate finance partner Richard Crosby led the firm’s advisory team, whilst HSBC is also being advised by Bharucha & Partners as to Indian law. RBS is advised by Linklaters (led by Matthew Middleditch and Carl Hollingsworth).

Norton Rose (Middle East) LLP has also advised French-registered Constructions Industrielles De La Méditerranée (CNIM) in respect of the construction and operation (on a BOOT basis) of a waste to energy plant and integrated waste management system in Bahrain. The project, which has reached commercial close, has a projected capital expenditure of US$500 million and includes the operation of the plant for 25 years. Financial close is targeted for Q2 2011. The project, one of the first solid waste PPP deals to achieve commercial close in the Middle East, forms part of the Bahrain Government’s overall privatisation strategy and Economic Vision 2030. Partner Jonathan Brufal, who is head of infrastructure for the Middle East, led the firm’s team. Freshfields Bruckhaus Deringer acted for the Ministry of Finance, Bahrain.

O’Melveny & Myers LLP has represented Real Gold Mining Limited (Real Gold Mining), the PRC’s leading gold mining concern, in respect of a top-up placing that raised approximately US$156 million. Real Gold completed a placement of 100 million shares, followed by a subscription that raised a total of approximately US$156 million and was completed on 7 July 2010… The placing shares represent approximately 12.42 percent of the existing issued share capital of the company, and approximately 11.05 percent of the issued share capital of Real Gold as enlarged by the subscription shares. Citigroup was the sole placing agent on the transaction. Real Gold intends to use the proceeds from the transaction, which was a Chapter 18 listing which allows an issuer which specializes in mining to list without fulfilling all the main board listing requirements, for potential future acquisitions and developments of mining and exploration projects. Hong Kong partner Gordon Ng led the team.

Shook Lin & Bok LLP has advised BCP/CAH Holdings (Cayman) LP, an investment holding entity formed by a subsidiary of The Blackstone Group, in respect of its strategic investment in China Animal Healthcare Ltd, one of the leading players in the PRC animal drugs industry. Partners KK Teo and Kenneth Oh led the team.

WongPartnership LLP has acted for Parkway Holdings Limited (Parkway Holdings) in respect of the competing offers made by Khazanah Nasional Berhad and the Fortis Group. Khazanah Nasional Berhad has made a S$1.18 billion (US$858m) voluntary conditional cash partial offer (via its subsidiary, Integrated Healthcare Holdings Limited) to increase its stake in Parkway Holdings to 51.5 percent. Meanwhile, the Fortis Group has made a S$3.2 billion (US$2.33b) voluntary conditional cash offer (via RHC Healthcare Pte Ltd, which is owned by RHC Holding Private Limited and Fortis Healthcare Limited) to acquire all the issued and paid-up ordinary shares in Parkway Holdings. Managing partner Dilhan Pillay Sandrasegara, partners Andrew Ang and Linda Wee advised.

WongPartnership LLP has also acted for DBS Bank Ltd and Citicorp Investment Bank (Singapore) Limited in respect of updating the Information Memorandum in relation to the S$1 billion (US$727m) multi-currency medium term note programme established by Singapore Airlines Limited (SIA). SIA launched their first issue of notes under its MTN Programme immediately thereafter. Partner Hui Choon Yuen acted on the matter.

Deals – 22 January 2009

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Baker & McKenzie advised private real estate fund, ARA Asia Dragon Fund on the successful acquisition of the Nanjing International Finance Center, a newly completed 51-storey Grade A office cum retail building. The total purchase consideration for the transaction was 1.6 billion renminbi (approximately US$234 million). The team was led by Milton Cheng, partner and co-leader of the firm’s Asia-Pacific REIT Group and Edmond Chan, partner in the real estate investment group in Hong Kong.

Freshfields advised as international legal counsel to the audit committee of Yingli Green Energy Holding Co Ltd for their acquisition of Cyber Power Group Ltd at a consideration of US$77.6 million. The firm also advised the audit committee on the related financing arrangements for the acquisition, including issuance of up to US$50 million senior secured convertible notes by the company to Trustbridge. The team was led by Hong Kong-based US partner Calvin Lai.

Gilbert + Tobin has advised a syndicate of banks in the acquisition by Hastings Funds Management of Cairns and Mackay airports in Queensland. Partner John Schembri led the transaction team, where the advised syndicate purchased Cairns Airport for A$530 million and Mackay Airport for A$208.8 million.

Hogan & Hartson has represented Anschutz Entertainment Group in its negotiations to set up a joint venture with the Shanghai Oriental Pearl Group to manage the Shanghai World Expo Performing Arts Center. The team was led by Steve Robinson, co-managing partner of the firm’s China practice.

Hogan & Hartson has represented ALAM Mauritius Holdings in the selling of its equity interest to China Everbright Industrial Investment Holding Ltd. The team was led by Jun Wei, co-managing partner of the firm’s China practice.

JSM acted for the Urban Renewal Authority of Hong Kong on the Sneaker Street Redevelopment project in Mongkok, Kowloon. The firm was appointed appointed to act in connection with the URA’s acquisition of 175 property interests from 14 old buildings. The firm was also involved in handling the tenancies, resumption of interests within the project area, surrender of acquired interests, and other matters leading up to the new land grant. Ellen Tsao was lead partner on the project, where completion is due in 2013.

Khaitan & Co has advised Batelco in their purchase of a 49 percent shareholding in S Tel, for a total consideration of US$220 million. The company partnered with Millennium Private Equicy, a Dubai Financial Services Authority regulated entity, to form a new entity, Batelco Millennium India Company, under which the shares were purchased.

Kim & Chang has advised IBM Korea in relation to their merger with Cognos Korea Co Ltd. 100 percent of the shares of the target were acquired in this transaction as part of the global integration of the Cognos Group into IBM.

White & Case represented TPV Technology Ltd in its acquisition of the IT display and public signage businesses of Royal Philips Electronics in more than 45 jurisdictions. Seung Chong, a partner based in the firm’s Hong Kong office, led the transaction team.

Sidley Austin advised Strong Petrochemical Holdings Ltd on its IPO, the first listing on the Stock Exchange of Hong Kong this year. Constance Choy was the lead partner on this transaction, which raised HK$250 million.

Slaughter and May acted for Koninklijke Philips Electronics NV on the sale of its monitors and public signage products business to TPV Technology Ltd under a share sale and purchase agreement. Partner Neil Hyman led the advisory team.

Slaughter and May advised Morgan Stanley & Co International plc and ABN Amro Bank NV Hong Kong Branch as placing agents in relation to the placing of 10,809,154,259 existing H shares in Bank of China Ltd held indirectly by the Royal Bank of Scotland Group plc. Benita Yu acted as lead partner in the placing, the proceeds of which were approximately US$2.4 billion.

Slaughter and May advised NYK Lines on its share swap with the Hutchison Port Holdings Group of a controlling interest in Ceres Terminals Europe in Amsterdam for a minority interest in European Container Terminals in Rotterdam. George Goulding was lead partner on the transaction.

Deals – 8 November 2007

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Clifford Chance has advised CVC Asia Pacific Limited (CVC) on its buy-out of the world’s largest manufacturer of window shutters in a transaction valued at US$750 million. This transaction marks only the second public-to-private buyout deal of a Taiwan listed company to be completed by a private equity firm. Nien Made Enterprise manufactures window shutters and blinds for global export. Headquartered in Taichung, Taiwan, and with a principal manufacturing base in China, Nien Made operates as an integrated China enterprise with reported revenues of US$365 million in 2006. CVC’s buyout was successfully completed in partnership with the founding family and management. The tender offer for Nien Made closed on October 29, 2007. Concurrently, the CVC consortium acquired a Hong Kong holding company of a PRC blinds manufacturing business from the founding family.

Freshfields Bruckhaus Deringer has advised on the initial public offering (IPO) and Hong Kong Stock Exchange listing by Alibaba.com Limited (Alibaba.com), which listed on November 6, 2007. The retail portion of the global offering was approximately 259 times oversubscribed, while the institutional portion was also heavily oversubscribed. Total proceeds from the IPO were US$1.7 billion, including the exercise of the overallotment option in full. Goldman Sachs (Asia) LLC and Morgan Stanley Asia Limited are the joint global coordinators and joint sponsors, and together with Deutsche Bank AG (Hong Kong Branch), the joint bookrunners and joint lead managers of the global offering. N M Rothschild & Sons (Hong Kong) Limited acted as the financial advisor to the company.

Freshfields Bruckhaus Deringer has advised on the IPO and Hong Kong Stock Exchange listing by China Dongxiang Group Limited (Dongxiang), which listed on October 10, 2007. Total proceeds from the IPO were US$810 million, including exercise of the overallotment option in full. Freshfields acted as Hong Kong and US legal counsel to the underwriters. Deutsche Bank and Merrill Lynch were the joint sponsors, joint global coordinators, joint bookrunners and joint leader managers.

Freshfields Bruckhaus Deringer has advised on the IPO and Hong Kong Stock Exchange listing by Soho China Limited (Soho), which listed on October 8, 2007. Total proceeds from the IPO were US$1.9 billion, including exercise of the overallotment option in full. This was the largest property IPO in Asia (except Japan) to date and the largest IPO for a mainland real estate developer. Freshfields acted as Hong Kong and US legal counsel to Soho. The joint sponsors were Goldman Sachs and HSBC, and Goldman Sachs, HSBC and UBS were joint global coordinators, joint bookrunners and joint lead managers.

Goodwins Law Corporation has acted for XL Telecom & Energy Limited (XL) in its listing of US$40 million zero coupon unsecured foreign currency convertible bonds due in 2012 on the Singapore Exchange Securities Trading Limited. US$35 million FCCBs were listed on October 25, 2007 and US$5 million FCCBs were listed on October 30, 2007. XL is in the telecom business of mobile handsets and SMPS, solar photovoltaic systems and ethanol, and is listed on the Bombay Stock Exchange Limited.

Maples and Calder has advised Ming Fai International Holdings Limited on its recent Hong Kong public offer. The firm has also advised Alibaba.com Limited on its IPO and Hong Kong listing; and it has advised CNinsure Inc on its Nasdaq IPO.

Milbank, Tweed, Hadley & McCloy LLP (Milbank) has represented the Government of the Democratic Socialist Republic of Sri Lanka in closing the country’s maiden sovereign bond offering, a US$500 million Rule 144A/Reg S offering of 8.25 percent bonds due in 2012. Barclays Bank PLC, The Hongkong and Shanghai Banking Corporation Limited (HSBC) and JP Morgan Securities Limited acted as joint lead managers, with Bank of Ceylon acting as co-manager on the transaction, which began in April 2006.

Minter Ellison has advised Cathay Pacific Airways Ltd on a contract for the company’s global passenger services system. The contract was awarded to Amadeus. All systems will be provided to Cathay and Dragonair. The implementation of the new systems will be the largest IT project that Cathay has recently undertaken. Cathay has an ongoing commitment to invest in new technology to support its growth plans and commercial objectives.

O’Melveny & Myers has represented Giant Interactive Group Inc (Giant) on its US$1.02 billion IPO on the New York Stock Exchange. Giant’s ADSs are listed under GA. The offering consisted of approximately 65.8 million ADSs at US$15.5 per ADS, of which approximately 52.5 million ADSs were offered by Giant and 13.3 million ADSs by the selling shareholder (including 8.6 million ADSs sold by the selling shareholder following the underwriters’ exercise, in full, of their overallotment option). Giant will use its proceeds from the offering for general corporate purposes, including capital expenditures and funding possible future acquisitions. Merrill Lynch, Pierce, Fenner & Smith Inc and UBS AG acted as joint bookrunning managers.

Shearman & Sterling LLP has advised Kellwood Company (NYSE:KWD) on the sale of its Smart Shirts manufacturing operations to Youngor Group Co Ltd, one of China’s largest fabric manufacturers, for approximately US$120 million in cash. This is the largest outbound investment made by a Chinese company in the garment industry to date. The transaction is expected to close by the end of the fiscal year 2007 and is subject to several customary closing conditions, including regulatory approvals.

Slaughter and May has advised on the IPO and Hong Kong listing of Alibaba.com Limited, which raised approximately HK$11.6 billion (US$1.5 billion) gross proceeds, of which HK$2.95 billion (US$378 million) net proceeds will be received by the company. Eight cornerstone investors invested a total of HK$2.13 billion (US$273 million) in the offering. The firm acted as Hong Kong counsel to the joint global coordinators (Goldman Sachs and Morgan Stanley) and the joint bookrunners (Goldman Sachs, Morgan Stanley and Deutsche Bank) of the global offering. This is the largest ever IPO on the Hong Kong Stock Exchange in terms of money frozen in subscriptions (about US$58 billion). The Hong Kong retail tranche was 257 times oversubscribed. It is reported to be the largest technology company IPO globally in 2007.

Slaughter and May has advised Morgan Stanley as placing agent in relation to the top-up placing of 60,000,000 shares in Hengan International Group Company Limited. The net proceeds of the placing were approximately US$232 million. Hengan intends to use the proceeds of the placing for potential acquisitions, capacity expansion and general working capital purposes. The placing was announced on October 25, 2007. Hengan is listed on the Main Board of the Hong Kong Stock Exchange and is primarily engaged in the manufacturing, distribution and sale of personal hygiene products in the PRC.

Slaughter and May has advised Morgan Stanley as placing agent in relation to the top-up placing of 112,695,840 shares in Glory Future Group Limited. The net proceeds of the placing were approximately US$4 million. Glory Future intends to use the proceeds to finance its acquisition of an indirect interest in a gold mine in the PRC. The placing was announced on October 23, 2007. Glory Future is listed on the Growth Enterprise Market of the Hong Kong Stock Exchange.

WongPartnership has advised 3i US Growth Partners LP on the Singapore aspects of its investment in the Mold-Masters group of companies.

Deals – 31 January 2008

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Allens Arthur Robinson acted for Concord Land Limited in the sale by Concord of Residence 8 to the Carlyle Group. Residence 8 is a high-end property development in Xintiandi, Shanghai, comprised of two towers of luxury residential apartments.

Baker & McKenzie advised Medtronic Inc, the global leader in medical technology and a company which is listed on the New York Stock Exchange, on its strategic investment in Shandong Weigao Group Medical Polymer Company Limited (Weigao), a Hong Kong-listed manufacturer of medical devices and consumables, and the establishment of a distribution joint venture in the PRC. As part of the transaction, Medtronic will subscribe for 80,721,081 new H Shares issued by Weigao and purchase the same number of domestic unlisted shares from the company’s controlling shareholder, Weigao Holding Company Limited, and certain members of management for a total consideration of approximately HK$1.73 billion. Medtronic will also have a 51 percent interest in the distribution joint venture, which will specialize in the sale and distribution of orthopaedic medical device products in the PRC.

Baker & McKenzie acted as US and Hong Kong counsel for ARA Asset Management Limited (ARA) on its initial public offering of 279 million ordinary shares, including a placement to cornerstone investors. The shares were listed on the Singapore Exchange Securities Trading Limited on November 2, 2007. The IPO, which closed on October 31, 2007, consisted of an international placement to institutional investors and a domestic public offering. The deal was valued at approximately US$220 million. The net proceeds from the offering will be used by ARA as seed capital for an Asian investment fund and other property funds, capital for ARA’s sponsorship in new real estate investment trusts by being a strategic investor, and for working capital and general corporate purposes.

Clifford Chance advised Nomura on its acquisition of a 0.9 percent stake in ICICI Financial Services, a subsidiary of ICICI Bank, for approximately USD$100 million. The acquisition was part of an initial 5.9 percent equity placement in ICICI Financial, which was subscribed to by a series of strategic investors including Nomura.

Clifford Chance advised Telefónica Internacional S.A.U., a subsidiary of Telefonica S.A. on its acquisition of 2.22 percent of China Netcom Group Corporation (Hong Kong) Limited (CNC) from four PRC state-owned entities Chinese Academy of Sciences Holdings Corporate, Information Network Centre of State Administration of Radio Film and Television, China Railway Telecommunciation Centre and Shanghai Alliance Capital Holdings Limited. The acquisition is conditional upon the approval of relevant authorities in the PRC. Upon completion, the stake held by the Telefónica Group in CNC will be approximately 7.22 percent.

KhattarWong acted for Boulton Capital Asia as Issue Manager and UOB Kay Hian as Underwriter in the CentraLand Limited (CentraLand) Initial Public Offering. CentraLand will be listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST) on 1 February 2008. CentraLand will raise S$122.5 million in the IPO by issuing 245 million new shares of par value HK$0.40 at the issue price of S$0.50. Based in the issue price of S$0.50, the market capitalization of CentraLand is S$922 million.

Paul, Hastings, Janofsky & Walker LLP, a leading international law firm, announced today that the firm advised the Tokyo American Club (TAC) on the development and financing of a ¥23 billion project to design and build new club facilities along with the use of TAC land under a fixed term ground lease for the development by Mitsubishi Estate Co., Ltd. of a premier condominium facility adjacent to the TAC club facilities. The project has several unique features, including the participation by Mitsubishi Estate Co., Ltd. in the condominium building, the fixed term lease of a portion of TAC’s land for the condominium, the construction of temporary club facilities in Takanawa pending completion of the permanent new facilities at the existing site in Azabu, and a financing structure providing for a 25 year long-term loan facility of ¥11 billion.

Rajah & Tann LLP is acting for the Dressel-WBG Crisis Centre Investor Association comprising some 7500 investors who had invested the sum of approximately US$395 million with Dressel Investment Limited through its agents in Indonesia, PT Wahana Bersama Globalindo. The monies are believed to have been spirited to various jurisdictions throughout the world, and in particular, Singapore, Hong Kong, Canada, the United States and BVI.

Sullivan & Cromwell LLP represented Citigroup in connection with the issuance of US$12.5 billion of 7 percent Non-Cumulative Convertible Preferred Stock to a number of strategic investors. The Government of Singapore Investment Corporation was the lead investor, and has agreed to purchase US$ 6.88 billion of convertible preferred stock. The securities were structured to achieve Tier 1 capital treatment for bank regulatory purposes as well as ‘Basket D’ equity treatment from the rating agencies. Each of the private investors has agreed to cap ownership at specific levels based on bank regulatory and foreign ownership provisions and other considerations. In addition, none of the investors will have any special governance rights or any role in the management of Citigroup, including no right to designate a member of the board of directors. Citigroup also announced a public offering of US$ 2.9 billion of 6.5 percent Non-Cumulative Convertible Preferred Stock.

Sullivan & Cromwell LLP represented Goldman Sachs, which acted as strategic advisor and exclusive placement agent, in connection with the formation of NBA China, L.P. and the sale of US$253 million participating preferred units in NBA China to The Walt Disney Company, Bank of China Group Investment, Legend Holdings Limited, Li Ka Shing Foundation and China Merchants Investments. NBA China was formed by the National Basketball Association to conduct all of its television, sponsorship, digital media, events and merchandising businesses in the Greater China region.

Watson, Farley & Williams LLP acted for United Arab Chemical Carriers (UACC) in connection with the purchase of eight 45,000 dwt chemical tankers to be built at South Korea’s SLS Shipbuilding. The deal will see the IMO type II tankers delivered between 2011-2012, and includes options for further vessels. The move comes as part of UACC’s bid to develop a fleet of medium- to long-range product tankers to serve the region’s rapidly expanding oil refining and chemical industries. UACC has already taken delivery of its first 2004-built MR product tanker, and has purchased four further vessels in which WFW have also acted for UACC.

Watson, Farley & Williams LLP assisted Sevan Drilling Pte Ltd in the financing of the deepwater drilling rig, ‘Sevan Drillier’, from mandated lead arrangers GE Corporate Finance Bank, GE Capital Corporation and DVB Group Merchant Bank (Asia) Ltd. The ‘Sevan Driller’ is a deep water drilling unit being constructed in Nantong, China using Sevan’s latest innovative technology. A winner of the recent Lloyds Shipping Economist Project Finance Award, the transaction involved a sophisticated deal structure that faced ‘a range of risks’ including its limited recourse nature and the fact that equipment for the rig was sourced from 10 jurisdictions. Sevan Marine ASA is a Norwegian listed company specialising in building, owning and operating floating units for offshore applications. The Company has developed a cylinder shaped platform type, suitable for applications in all offshore environments.

Deals – 6 February 2008

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Allen & Overy LLP advised Chinese property developer Gemdale Corporation, as to matters of Hong Kong law, in relation to a joint venture with UBS AG Hong Kong Branch to establish an offshore investment platform that will focus on residential developments in major and second-tier cities in the PRC, with expected total capital commitments to be up to US$300million. Shenzhen-based Gemdale Corporation, a property developer listed on the Shanghai Stock Exchange, signed a joint venture agreement with UBS yesterday.

Clifford Chance has advised Aluminum Corporation of China (Chinalco) on the acquisition by its wholly owned subsidiary, Shining Prospect Pte Ltd, of around 12 percent of Rio Tinto plc. Alcoa has committed US$1.2 billion by way of a convertible instrument into Shining Prospect. Chinalco is the largest alumina and primary aluminium producer in China. Headquartered in Beijing, Chinalco has operations across 21 provinces in China and subsidiaries or offices in 9 countries across 5 continents.

Clifford Chance Singapore has advised the Export-Import Bank of China on a US$615 million financing for PT Perusahaan Listrik Negara (PLN), Indonesia’s state electricity company. The Indonesian government guaranteed the 15-year loans. The funding will build two new power plants in Java that will greatly increase PLN’s power generation capacity. These are the first Indonesian government-guaranteed loans to be signed in the country. The government had previously issued support letters for PLN’s purchase obligations under its power purchase agreement.

Freshfields has advised Air China on raising its shareholding in Air China Cargo to 76 percent, through the purchase of a 25 percent stake from Citic Pacific for US$118 million.

Freshfields has advised Criteria Caixa Corp on its US$508 million acquisition a further 4.55 percent stake in Bank of East Asia, increasing its total stake in Bank of Asia to 8.89 percent.

Freshfields has advised Baring Private Equity Asia Holdings K.K. on its acquisition of the precision parts maker LADVIK from Kuramoto, the Japan-listed flat-panel display glass substrate developer.

Freshfields has advised on a loan facility by DVB for the acquisition of four A320-200 Airbus aircraft to be operated by Air Asia Berhad. Freshfields acted for Air Asia Berhad.

Freshfields has advised Marubeni Corporation, a Japan-based large trading company, on its purchase of a 16.2 percent stake in the Shanghai Christine Group in China. Marubeni Corporation is one of the top five trading houses in Japan and the Shanghai Christine Group is a major Shanghai-based bakery shop.

DLA Piper advised the joint sponsors and underwriters on the US$5.5 billion listing of China Railway Group, the largest construction company in Asia and the third largest construction contractor in the world. It was the largest A+H listing (dual listing in Shanghai and Hong Kong) in 2007 and pioneered the ‘first A then H’ listing model in the history of the Hong Kong Stock Exchange whereby a PRC company’s H-shares are listed in Hong Kong closely following the listing of A-shares in Shanghai.

Gide Loyrette Nouel A.A.R.P.I. advised SEB International, in acquiring a controlling interest in Supor, one of the leading culinary goods and cookware manufacturers. The transaction represents the first direct acquisition by a foreign company of a majority stake in the capital of a Chinese A-share listed company (traded in RMB), the first partial tender offer on a Chinese Stock Exchange and the first anti-monopoly investigation conducted by the Ministry of Commerce of the PRC (MOFCOM).

Hogan & Hartson LLP served as legal counsel to client ChinaEdu Corporation (CEDU) in its initial public offering. CEDU was listed on the NASDAQ Global Market on December 11, 2007. CEDU, a leading educational services provider in China, raised approximately US$68.2 million.

Latham & Watkins advised GigaMedia in an Exclusive Licensing Agreement to Operate. GigaMedia will offer and operate the highly anticipated game Warhammer® Online: Age of Reckoning™ in Taiwan, Hong Kong and Macau. Warhammer is a massively multiplayer online role-playing game (MMORPG) that creates a rich and immersive virtual world for hundreds of thousands of players. Latham & Watkins LLP advised GigaMedia on the licensing agreement, which demonstrates the global reach and popularity of MMORPGs.

Milbank, Tweed, Hadley & McCloy LLP has advised on the successful US$2.3 billion rights offering and cumulative compulsory convertible preference share issuance by Tata Steel Limited of India, one of the world’s largest steel producers. Milbank acted as international counsel for the lead managers, JM Financial, DSP Merrill Lynch and Citigroup, in the offering. The transaction was one of the largest Indian rights offerings to date, and was carefully structured to deal with overlapping Indian and US securities regulations.

O’Melveny & Myers LLP recently represented ATA Inc. (ATA), a Chinese educational testing company in its approximate US$46.3 million initial public offering on the NASDAQ Global Market. ATA’s American Depositary Shares (ADS) are trading on the NASDAQ Global Market under the symbol ‘ATAI.’ The IPO totaled 4,874,012 ADS, priced at US$9.50 per ADS. ATA, which is incorporated in the Cayman Islands and headquartered in Beijing, provides computer-based testing services in China, as well as test-based educational programs and test preparation services. Clients include professional associations, such as the China Banking Association and the Securities Association of China, governmental agencies, IT vendors, educational institutions and individual consumers.

Rajah & Tann LLP is acting for Knowledge Two Investment Pte Ltd (KTI) (a wholly-owned subsidiary of Lee Latex (Pte) Limited) in its mandatory conditional cash offer to acquire all the issued ordinary shares in the capital of The Straits Trading Company Limited, other than those already owned or agreed to be acquired by KTI and the Lee family companies. The competing bidder is The Cairns Pte. Ltd. (which is an investment firm controlled by the family members of the late Tan Chin Tuan). Based on the offer price of S$5.76 for each ordinary share in the capital of The Straits Trading Company Limited, the offer values The Straits Trading Company Limited at approximately S$1.88 billion (US$1.31 billion).

Deals – 14 February 2008

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Cleary Gottlieb represented Credit Suisse and Deutsche Bank as underwriters in a U.S.-registered offering by the Republic of the Philippines of US$500 million 6.375 percent Global Bonds due 2032. The offering closed on February 5, and the bonds were listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange.

Cleary Gottlieb represented the underwriters, led by Kotak Mahindra Capital Company and UBS Securities India, in an initial public offering by Reliance Power Limited of 260 million equity shares listed on the Bombay Stock Exchange and the National Stock Exchange of India. The US$2.93 billion offering is the largest IPO in Indian history. Reliance Power is developing 13 power projects in India with a combined capacity of over 28 gigawatts at a projected cost of US$28.5 billion. The offering was fully subscribed within one minute of opening, oversubscribed 73 times at closing and received applications from over five million retail investors.

Clifford Chance advised Mobile Telecommunications Company Saudi Arabia (now rebranded as ‘Zain’) on its US$1.9 billion Saudi IPO. Zain was the successful bidder in June 2007 for the third GSM licence to be awarded in Saudi at a cost of US$6.1 billion. As a condition to being granted the licence, the company was required to offer 50 percent of its share capital to investors in Saudi Arabia.

Drew & Napier LLC acted as counsel to the manager and trustee of the Cambridge Industrial Trust (CIT) in the sealing of a S$570 million financing package comprising a S$100 million transferable revolving credit facility and an interest rate swap facility with a gross limit of S$470 million. CIT is established with the objective of investing directly or indirectly in income-producing real estate and real estate-related assets mainly for industrial and warehousing purposes.

Drew & Napier LLC acted as counsel to Cambridge Industrial Trust (CIT) in the acquisition and leaseback of 21B Senoko Loop Singapore 758171. RBC Dexia Trust Services Singapore Limited, in its capacity as trustee of CIT, exercised the call option to acquire the Property on 28 January 2008. The acquisition and leaseback of the Property to Tellus Marine Engineering Pte Ltd was completed on the same day for a purchase price of S$14.6 million. CIT is Singapore’s first independent industrial real estate investment trust listed on the Singapore Exchange Securities Trading Limited.

Johnson Stokes & Master acted as the Hong Kong legal adviser to the Mandated Coordinating Arrangers in relation to a HK$5 million syndicated loan facility to Grand Lisboa – Investimentos em Propriedades, S.A. and guaranteed by Sociedate de Jogos de Macau, S.A. The financing is for the Grand Lisboa, one of the major tourist attractions in Macau.

Mori Hamada & Matsumoto has advised and represented Tokyo Star Bank regarding the takeover bid transaction launched by bidders Japan Blue Sky Capital Partners L.P., Japan Banking Investment Partners L.P., Tokyo Capital Management Partners L.P., Cayman Strategic Partners L.P., Advantage Partners and Daiwa Securities SMBC Co. Ltd. The deal represents a total bid price of JPY254 billion (US$2.4 billion) once successfully tendered.

Paul, Hastings, Janofsky & Walker LLP has advised CapitaRetail China Trust Real Estate Investment Trust (CRCT REIT) on the successful completion of its first acquisition: Xizhimen Shopping Mall in Beijing. The Xizhimen Mall is part of the Beijing’s Xihuan Plaza complex, which also includes three office towers.

Rajah & Tann LLP acted as solicitor to Yongmao Holdings Limited in connection with the listing of Yongmao on the Main Board of the SGX-ST and its approximately S$39.0 million IPO in Singapore. Rajah & Tann LLP also advised Yongmao on its pre-IPO restructuring involving acquisition by Yongmao for approximately S$18.7 million, of 70 percent equity interest in FSYM Construction, a PRC company which designs, manufactures and sells towercranes and towercrane components and accessories, and related convertible loan to Yongmao to fund such acquisition.

Raslan Loong advised Primus Pacific Partners 1 L.P. in its purchase of a 20.2 percent stake in EON Capital Bhd (EON Cap) comprising 140,010,526 ordinary shares for a total cash consideration of RM1.34 billion. Subject to final regulatory and shareholder approvals the stake will be acquired from Hicom Holdings Berhad a wholly owned subsidiary of DRB-Hicom Berhad.

Simpson Thacher & Bartlett LLP is representing Aluminum Corporation of China (Chinalco), the Chinese government-controlled diversified metals and mining company, in the acquisition of a minority stake in Rio Tinto, the dual-listed iron-ore company, for over US$14 billion. This is the largest foreign investment ever by a Chinese entity.

Deals – 27 March 2008

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Clifford Chance has advised The Bank of Tokyo-Mitsubishi UFJ, Ltd. on the acquisition of additional shares in Hong Kong listed Dah Sing Financial Holdings Ltd.

Clifford Chance has advised private equity investor CVC Asia Pacific on its public-to-private acquisition of the entire business of Asia Dekor Holdings Ltd, which is listed on the Singapore Stock Exchange. Asia Dekor is a manufacturer and distributor of wood and laminate flooring products in China. The transaction involved a 100 percent leveraged buyout and represents an important bolt-on acquisition for Plantation Timber Products, an existing CVC portfolio company engaged in the wood flooring business in China.

Gide Loyrette Nouel A.A.R.P.I. has acted as sole legal representative to six Chinese companies in a review case by the European Commission on imports of okoumé plywood from China. The interim review was intended to extend existing anti-dumping measure to more types of Chinese plywood products manufactured from trees other than okoumé. The European Union first imposed anti-dumping duty on imports of Chinese plywood of between 6.5 and 66.7 percent for different companies in November 2004.

Hunton & Williams (Thailand) Ltd has represented Krung Thai Bank Public Company Ltd in a THB 950 million credit facility agreement between the financial institution and Bangchak Biofuel Company Ltd for the construction and operation of a biodiesel plant in Ayudhya Province in central Thailand. Krung Thai Bank is Thailand’s second-largest commercial bank. The bank is listed on the Stock Exchange of Thailand.

King & Wood represented Diaoyutai Economic & Technological Development (HK) Co., Ltd/ MGM MIRAGE China Holdings Ltd in an equity acquisition transaction with Sinosteel International Plaza (Tianjin) Co., Ltd.

King & Wood represented Hutchison Ports Huizhou Phase (HK) Ltd in the US$ 31 million acquisition of Huizhou Port Affairs Group Co., Ltd.

King & Wood represented Sichuan Chuantou Energy Stock Co., Ltd in the acquisition of Sichuan Xinguang Silicon Technology Co., Ltd.

Shook Lin & Bok LLP, advised China Huaneng Group as Singapore legal counsel on the acquisition and the financing with respect to the sale of Tuas Power by Temasek Holdings Pte. Ltd. This is the first of Temasek’s three power generation companies to be sold under its long-stated plan to divest all of its wholly-owned power generation assets in Singapore. The transaction was valued at S$ 4.235 billion.