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Deals – 3 April 2008

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Allens Arthur Robinson acted for Fresenius Kabi (China) in their acquisition of State-owned enterprise, COSCO Pharm, the third largest manufacturer of blood bags in China. Fresenius Kabi (China), a subsidiary of the German listed healthcare group Fresenius SE, acquired 100 percent of the equity in COSCO Pharm from Cosco Guangzhou, Guanyuan Ocean Shipping Services, and Nanfang Blood Centre.

Allen & Overy LLP has advised Fortis in relation to its global asset management partnership with Ping An Insurance (Group) Company of China Ltd. Ping An intends to acquire a 50 percent equity stake in Fortis Investments, the global asset management arm of Fortis, for a consideration of EUR 2.15 billion.

AZB & Partners has advised the Tata Power Company Ltd in the acquisition of a 30 percent strategic stake from PT Bumi Resources Tbk and affiliated companies in various entities engaged in coal related businesses in Indonesia and the Cayman Islands. The firm was involved in advising on various aspects of Indian law (notably in connection with overseas acquisitions), review of documentation and negotiations. The firm also advised Tata Power Company Ltd with respect to the recourse and non- recourse raised by it in relation to the said acquisition and was also involved in advising on various aspects of Indian law, review of documentation and negotiations.

Clifford Chance, Singapore office has advised BOC HK on the acquisition financing of Huaneng’s acquisition of Tuas Power Station from Temasek. The BOC HK funding is US$600 million.

Gilbert + Tobin has represented betting exchange operator Betfair in a High Court challenge against legislation in Western Australia prohibiting punters from using betting exchanges, and prohibiting publication of Western Australian race fields without the permission of a WA racing body. The Full Bench of the High Court ruled unanimously that the legislation was unconstitutional because it imposed protectionist burdens on interstate trade and therefore contravened section 92 of the Constitution – the provision that guarantees free trade across State boundaries.

Rajah & Tann LLP acted as solicitors to the invitation in connection with the listing of Li Heng Chemical Fibre Technologies Ltd, (Li Heng) ,a PRC company incorporated in Bermuda in the business of high-end nylon yarn products sales and manufacturing on the SGX-ST. The net proceeds of the invitation amount to approximately S$305.3 million. The IPO was made by way of an Invitation in respect of 400,000,000 ordinary shares of Li Heng at S$0.10 each comprising 340,000,000 New Shares and 60,000,000 Vendor Shares by way of public offer and placement of 10,000,000 Offer Shares at S$0.80 and 390,000,000 Placement Shares at S$0.80 respectively.

Rodyk & Davidson LLP acted as Singapore counsel to Malayan Banking Berhad in its US$1.5 billion acquisition of the 55.7 percent indirect stake in PT Bank Internasional Indonesia Tbk, held by Singapore state investment company Temasek Holdings and Kookmin Bank.

Rodyk & Davidson LLP acted as Singapore counsel for Ford in the US$2.3 billion sale of its Jaguar and Land Rover divisions to Tata of India.

Shearman & Sterling LLP advised the mandated lead arrangers, including Calyon, SMBC and BNP Paribas, on the US$650 million refinancing of the Suez Gulf and Port Said East 682 MW gas-fired power projects in Egypt. Following construction in 2003, the Suez Gulf and Port Said East power projects represented the largest private power investment in Egypt providing 10 percent of the country’s installed capacity. Each project consists of a 682.5 megawatt steam generation plant and provides energy to the Egyptian Electricity Holding Company.

Simmons & Simmons has advised the Roads and Transport Authority, Dubai (RTA) on awarding the concession for the operation and maintenance of the Dubai Metro. The US$4.25 billion Dubai Metro project is a driverless, fully automated light rail project. With a total length of over 70km, including 47 stations, the Dubai Metro will be the longest fully automated rail project in the world when it opens in 2009.

Slaughter and May acted for the mandated coordinating arrangers Bank of China (HK) Ltd, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Mizuho Corporate Bank, Ltd. and Agricultural Bank of China, in the signing of a HK$1.8 billion (US$232 million) dual currency term loan facility.

Sullivan & Cromwell LLP has represented China Huaneng Group in its purchase, through its wholly owned subsidiary, SinoSing Power Pte. Ltd., from Temasek Holding (Private) Ltd of a 100 percent equity interest in Tuas Power Ltd for a cash consideration of S$4.235 billion (approximately US$3.04 billion). Tuas Power is one of the three major power generation companies in Singapore and supplies approximately 25 percent of Singapore’s total power consumption.

Watson, Farley & Williams LLP Singapore office has advised Monsanto Company on the divestment of its butachlor and alachlor businesses (two kinds of selective herbicide) and other assets located in the Philippines, Thailand, Vietnam, India, Pakistan, Bangladesh and Taiwan to Sinochem International Corporation and its subsidiaries. Monsanto Company is a global provider of technology-based solutions and agricultural products that improve farm productivity and food quality. Sinochem International Corporation is a Shanghai listed company engaged in logistics, industrial investment, trading and other operations in chemical logistics, rubber, chemicals, petrochemical, metallurgy and energy.

WongPartnership LLP acted for CBM International Pte Ltd, a subsidiary of City Developments Ltd, in an agreement with Gulf Industrial Services Co, general partnership, to establish a limited liability company in Abu Dhabi, UAE to provide facilities management services.

Deals – 10 April 2008

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Allen & Overy advised the State Bank of India (SBI) on its US$4.38 billion equity rights issue. The deal is believed to be the second largest Indian equity offering to date. SBI is the country’s largest bank with more than 10,000 branches in 32 countries. Shareholders were offered one share for every five shares owned on the record date at an offer price of Rs. 1,590. The offer was also extended to SBI’s GDR holders on a basis of one new GDR for every five GDRs held on the record date. The deal was valued at approximately US$4.38 billion, including a US$2.50 billion subscription by the Government of India.

AZB represented UTV, in relation to increase of shareholding by The Walt Disney Company (Southeast Asia) Pvt. Ltd from 14 percent to 32.10 percent by way of subscription to additional shares. There was also an open offer to the public shareholders of UTV for 20 percent of the target. The Walt Disney Company (Southeast Asia) Pvt. Ltd also subscribed to equity shares representing 15 percent of UTV Global Broadcasting Ltd (an affiliate of UTV) and warrants of UTV Global Broadcasting Ltd. The deal was valued at approximately US$225 million.

AZB acted as Indian legal counsel to Tata Motors Ltd (in its capacity as Guarantor) and TML Holdings Ltd (Borrower) in a US$3 billion bridge financing for the acquisition by the borrower of luxury auto brands Jaguar and Land Rover from the Ford Motor company. The firms involvement for the transaction involved review and drafting of financial documents and advice on various aspects of Indian law, particularly in connection with exchange control regulations.

AZB advised Tata Chemicals Ltd in its acquisition of General Chemical Industrial Products Inc. The firm was involved in advising on various Indian regulatory issues including in relation to overseas direct investment prescribed under the FEMA Regulations, and in advising on various Indian regulatory issues including in relation to ECB Regulations and Tata Chemical Ltd’s guarantee obligations under the (Indian) Companies Act, 1956 and FEMA Regulations.

Baker & McKenzie has advised Central & City Developments Ltd on its agreement with Outrigger Enterprises Group to manage the new West Sands Outrigger Resort, a 400-room luxury full service hotel and spa located at the West Sands residential and hotel lifestyle resort located on Mai Khao Beach in Phuket, Thailand. The West Sands Resort is scheduled to open in late 2008.

Clifford Chance has advised Bosicor Corporation Ltd in relation to the acquisition by Abraaj Capital of a 40 percent interest in Bosicor’s oil and chemical interests in Pakistan for US$130 million. Bosicor has also agreed to transfer its 55 percent holding in Bosicor Pakistan Ltd (a company listed on the Karachi, Lahore and Islamabad stock exchanges, with market capitalisation of approximately PAK 4.5 billion) to the Mauritian joint venture company incorporated by the parties upon successful completion by the joint venture company of a mandatory tender offer for Bosicor Pakistan Ltd.

Clifford Chance has advised Kerry Media Ltd on the takeover of SCMP Group Ltd (formerly South China Morning Post Holdings). Kerry Media was already a substantial shareholder of the SCMP Group and launched an offer for the company’s remaining shares in a deal valued at HK$4.3 billion (US$550 million). Named after its flagship publication, The South China Morning Post –the SCMP Group includes a number of publishing, retailing and broadcasting businesses.

Clifford Chance has advised Australia’s Toll Holdings Ltd on its HK$2.24 billion takeover of Hong Kong-listed BALtrans Holdings Ltd, an Asia-based freight forwarding and logistics companies. Toll is listed on the Australian Securities Exchange and is a provider of integrated logistics services.

Drew & Napier LLC acted as counsel to Advance SCT Ltd (ASCT), a SGX-ST listed company, in the acquisition of a 100 percent interest in Ever Glory Logistics Pte Ltd (Glory), a logistics services company incorporated in Singapore. The sale and purchase agreement was signed by ASCT and the shareholders of Glory (the vendors) on 7 January 2008. The total size of the acquisition is S$1,500,000, of which S$600,000 is satisfied in cash and S$900,000 is satisfied by the allotment and issue of 927,835 new ordinary shares in ASCT at S$0.97 each to the vendors.

Drew & Napier LLC advised Fullerton Financial Holdings Pte Ltd, a subsidiary of Temasek Holdings, in the sale of Sorak Financial Holdings Pte Ltd to Maybank for an aggregate consideration of US$1.5 billion. Through the acquisition, Maybank effectively acquired a controlling stake in Bank Internasional Indonesia.

JSM advised Great Eagle on the sale of the retail, car park and certain office portions of Langham Place to Champion Real Estate Investment Trust (Champion REIT) for a total consideration of around HK$12.5 billion, expected to be settled partly in cash and partly by new units in Champion REIT. Great Eagle may also subscribe and acquire new units and convertible bonds which Champion REIT may issue as part of its fund raising exercise for the acquisition. The project involves a series of major transactions of Great Eagle under the Listing Rules and JSM will represent Great Eagle in dealing with the Hong Kong Stock Exchange.

Latham & Watkins LLP has represented Datang International (Hong Kong) Ltd in connection with its acquisition of 90 percent of equity interest in True Busy Electric Power Ltd. from True Busy Power Group Co., Ltd., so as to control Qinghai-AES Power Co., Ltd. and operate the hydropower generating units of Qinghai Zhiganglaka Hydropower Station.

Orrick, Herrington & Sutcliffe LLP represented Green Power Investment Corporation in establishing one of the world’s largest investment funds for global wind energy projects, valued at approximately US$200 million. The fund, Green Power Development Fund Coöperatief U.A., is focused on acquiring and developing worldwide wind energy projects with an expected scale of 1,000 megawatts, which corresponds to a reduction in carbon dioxide emissions of approximately 2 million tons annually. Investors in the fund include Mitsubishi Corporation, the Development Bank of Japan, the Sumitomo Trust & Banking Co., Ltd. and Nippon Life Insurance Company.

Watson, Farley & Williams LLP acted for Global Process Systems, Inc and its wholly owned Labuan incorporated subsidiary, Malaysia Mopu Private Ltd, in their capacity as joint and several borrowers in a loan facility of more than US$43,000,000 that was provided by Standard Chartered Bank in its capacity as lender, agent, security trustee and swap bank in relation to the project financing of a Self-Elevating Relocatable Facility. The purpose of the loan was for the refinancing of an existing bridge loan facility of more than US$20,000,000 that was earlier entered into between GPS and SCB, and the part financing of the conversion costs of the SERF.

WongPartnership LLP acted for CMT MTN Pte. Ltd., the issuer, and DBS Bank, the dealer of the Notes, in the second issue of notes comprising US$112.33 million 3.25 per cent fixed rate notes due in 2010 by CMT MTN Pte. Ltd pursuant to its US$0.72 billion MTN Programme, guaranteed by HSBC Institutional Trust Services (Singapore) Ltd (in its capacity as trustee of CapitaMall Trust).

WongPartnership LLP acted for Frasers Centrepoint Ltd a wholly-owned subsidiary of Fraser and Neave, Ltd in the acquisition of all the shares held by The Forbes Tower Holdings Ltd in 69 companies incorporated in the British Virgin Islands (the ‘BVI Companies’). The BVI Companies each own the freehold interest to an apartment unit in Fraser Place Forbes Tower in the Philippines and collectively, they own 69 such apartment units constituting approximately 40 percent of the development in which Fraser Place Forbes Tower is comprised.

WongPartnership LLP acted for the consortium which comprised of Baring Private Equity Asia Pte Ltd, The International Investor and DB International (Asia) Ltd, in relation to a Commodity Murabahah financing (devised in Islamic principles), which refinances the earlier bridge acquisition facilities taken out by Asia Retail Group Ltd in connection with the acquisition of Courts (Singapore) Ltd, Courts Mammoth Berhad and a 20 percent equity interest in Memphis King Ltd (holding company of Courts Megastore (Thailand) Ltd). The acquisition exercise involved assets in multiple jurisdictions including India, Hong Kong, Philippines, Sri Lanka, New Zealand and Brunei Darussalam.

Deals – 30 April 2008

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Cleary Gottlieb represented the initial purchasers in a Rule 144A offering of US$400 million aggregate principal amount of Convertible Senior Notes due 2013 by LDK Solar Co., Ltd. Cleary Gottlieb also represented affiliates of the joint book-running managers in related derivatives transactions entered into to facilitate the offering of the notes, including US$200 million of pre-paid forward share repurchase contracts with LDK Solar and a Rule 144/Rule 10b5-1 share sales plan and related prepaid forward contracts with an affiliate of LDK Solar.

Harry Elias Partnership acted for First Serve Toonz Pte Ltd, a joint venture between First Serve International and Toonz Animation India Pvt Limited, in the financing of its US$10million production of the television animation series entitled ‘Wolverine’ for Marvel Characters Inc. Toonz Animation is a major provider of animation to top US and European producers and is one of the top 10 multi-media studios in the world. This is the first in Singapore where productions rights were utilised as security for the loan facility.

Harry Elias Partnership acted for Ochre Pictures Pte Ltd, one of the top local production companies, by advising on the legal aspects of the production of ‘Leap Years’.

Harry Elias Partnership acted for TBWA in negotiating the Master Agency Services Agreement with Singapore Airlines Limited. This is the first time that SIA has appointed a new advertising agency after having appointed Batey Ads as its agency for the last 20 years.

Hogan & Hartson LLP has successfully defended a patent infringement suit filed against several Chinese battery manufacturers by Energizer Holdings, Inc. and its subsidiary, Eveready Battery Company, Inc. On Monday, April 21, the U.S. Court of Federal Appeals for the Federal Circuit affirmed a U.S. International Trade Commission (ITC) ruling that the patent asserted by Energizer Holdings was invalid. This is the second time that Energizer Holdings has appealed to the Federal Circuit following a ruling by the ITC that the Eveready patent is invalid.

Paul, Hastings, Janofsky & Walker LLP advised a consortium of financial arrangers comprised of Rabobank, ICBC, ING Bank, RBS and WestLB as mandated lead arrangers of US$248 million loan facilities to support the acquisition by CVC Asia Pacific Ltd of Asia Dekor Group Limited, a Singapore-listed company with substantial operations in the PRC.

Skadden, Arps is representing Tokyo-based Marubeni Corp. in its agreement with Antofagasta PLC to acquire a 30 percent stake in two copper mining companies in Chile for US$1.31 billion.

Watson, Farley & Williams LLP acted for Thoresen Thai Agencies Public Company Limited of Thailand and its group of companies in respect of its sale to, and leaseback from, Jakarta-based PT Perusahaan Pelayaran Equinox (Equinox) of the general cargo ship, m.v. ‘Thor Sailor’. Equinox is an Indonesian integrated shipping, logistic and offshore services business and a licensed Indonesian national shipping company.

Watson, Farley & Williams LLP acted for a syndicate of banks led by ICICI Bank Limited, Singapore Branch as mandated lead arranger and book runner in relation to a US$123 million senior loan facility and a US$46 million junior loan facility to be provided to Deep Drilling 4 Pte. Ltd., a Singapore subsidiary of Aban Offshore Limited (Aban), to finance its acquisition of a Baker Pacific Class 375 jack-up drilling rig currently under construction at PPL Shipyard, Singapore. The rig will, upon delivery, be registered in Singapore and be managed by Premium Drilling AS, a joint venture between Aban and Awilco Offshore.

Deals – 8 May 2008

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Ashurst advised Oil Search Ltd on its agreement to divest part of its portfolio of Middle East and North African exploration and production assets to Kuwait Energy Company for US$200 million plus working capital. The deal remains subject to regulatory approvals in Egypt and Yemen and is expected to close in mid-2008. The disposal involved the corporate sale of Oil Search’s working interests in Eastern Desert Area A, East Ras Qattara and Mesaha (Block 6) in Egypt, and in Blocks 15, 35, 43, 49 and 74 in Yemen.

DFDL Mekong (Thailand) has acted for CAT Telecom Pcl. of Thailand for a deal leading to a signing of a memorandum of understanding for restructuring of the shareholding, business operation and marketing of Hutchison CAT Wireless Multimedia Ltd. and BFKT (Thailand) Ltd., both joint ventures between CAT Telecom Pcl. and Hutchison Telecommunications International Ltd. The business involves the CDMA nationwide business model through a mobile virtual network concept. The deal size, if concluded, will be in the range of THB 11 billion.

Resorts World at Sentosa Pte. Ltd. announced the completion of the syndication of up to S$4.1925 billion Syndicated Senior Secured Credit Facilities, comprising $4 billion worth of term and revolving loan facilities and a S$192.5 million banker’s guarantee facility, to be utilised in connection with the construction and development by the company of a world-class integrated resort on Singapore’s Sentosa Island. Drew & Napier is acting as counsel for the company in this financing deal, one of the biggest ever undertaken in the history of Singapore.

Freshfields Bruckhaus Deringer has advised China Communications Services Corporation on the placement of 359,365,600 new H shares (including NSSF portion) with net proceeds of approximately HK$1.67 billion. This transaction completed on 9 April 2008.

Freshfields Bruckhaus Deringer has advised Morgan Stanley as the placing agent on the placing of an aggregate of 350 million shares in Belle by MS Shoe, MS Shoe II, CDH Retail and Profit Discovery (which is part of the controlling shareholder group) and on the sale by Profit Discovery of 360.7 million shares in Belle to a director and certain management staff of Belle.

Freshfields Bruckhaus Deringer has advised on the US$90 million Vietnam Property Fund which was admitted to AIM on 25 April 2008.

Freshfields Bruckhaus Deringer has advised Yara International (Yara) in relation to its partial divestment of its strategic stake in China BlueChemical. Pursuant to a strategic investment agreement, Yara acquired a nine percent strategic stake in China BlueChemical as part of its initial public offering on the Hong Kong Stock Exchange in 2006. Citigroup Global Markets Asia acted as the placing agent. The transaction completed on 11 April 2008.

Freshfields Bruckhaus Deringer has advised Robert Bosch on the JPY101 billion tender offer for Bosch Corporation, its Japanese subsidiary.

Freshfields Bruckhaus Deringer has advised Rank Group on the non-US corporate and antitrust aspects of its global acquisition of the packaging and consumer business of Alcoa in the jurisdictions of the Netherlands, Italy, Germany, Spain, Russia, Japan, China and Hong Kong. The global acquisition was valued at a total sum of US$2.7 billion.

Freshfields Bruckhaus Deringer has advised Hutchison Global Communications in its co-operation with PLDT Global in launching their first commercial venture in Italy by offering mobile telecommunications services in Italy.

Herbert Smith has advised Goldman Sachs, HSBC, UBS and JP Morgan as joint bookrunners and joint lead managers on the HK$2.7 billion (US$343 million) Hong Kong IPO and Rule 144A / Regulation S global offering of Maoye International Holdings, a leading department store chain in China. Maoye sold 863 million shares at HK$3.1 per share. The shares had been offered in a range between HK$2.9 and HK$3.8.

Minter Ellison advised on Primary Health Care‘s A$3.56 billion hostile acquisition of Symbion Health Ltd involved complex financial structuring, which was finalised on 30 April 2008. The firm handled the financing for the transaction, acting for lead banks Credit Suisse, nabCapital, ABN AMRO, Calyon, and Deutsche Bank. The MLAU’s jointly underwrote acquisition facilities of A$2.318 billion to finance Primary’s takeover (including a A$100 million working capital facility).

O’Melveny & Myers LLP recently represented Elementis plc, a UK-listed specialty chemicals company, in its acquisition of Deuchem Co., Ltd., a Taiwan-headquartered leading supplier of additives and resins in Asia for a cash consideration of £40.4 million. The acquisition will significantly expand Elementis’ presence in Asia and provide a platform for its Specialty Products Division to accelerate growth in the region. The transaction is subject to regulatory approvals. Closing is anticipated to take place during the second half of 2008.

Rajah & Tann LLP is acting for Hong Leong Asia Ltd (HLA) in the proposed sale of the group’s building materials business to Tasek Corporation Berhad (Tasek), its associated company which is listed on Bursa Malaysia Securities Berhad, for an aggregate consideration of S$323.5 million which is to be satisfied by the issue and allotment to HLA of approximately 212.2 million fully-paid new ordinary shares of RM1.00 each in the capital of Tasek, representing approximately 53.5 percent of the enlarged issued share capital of Tasek. Following the completion of the transaction, the HLA group will have a shareholding interest of approximately 68.3 percent of the enlarged issued share capital of Tasek and Tasek will become a subsidiary of the HLA group.

Deals – 24 January 2008

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Baker & McKenzie advised Mermaid Maritime Public Company Limited, a Thai company, on the international initial public offering and the listing on the Singapore Stock Exchange of its shares. Baker & McKenzie acted as US, Thai and Singapore law counsel on this US$170 million global offering. The shares commenced trading on the Singapore Stock Exchange on October 16, 2007. Mermaid Maritime is a leading provider of drilling and sub-sea engineering services. Incorporated in Thailand, Mermaid Maritime is active in Thailand, Indonesia, Malaysia and Vietnam. Mermaid Maritime plans to use the IPO proceeds to finance the purchase of additional new-build tender rigs and vessels, and other assets to support its drilling and subsea engineering services businesses and for working capital.

Clifford Chance has advised Telefónica Internacional S.A.U., a wholly owned subsidiary of Telefónica S.A., on agreements to acquire from four PRC state owned entities, an additional 2.22 percent stake in China Netcom, one of the mainland’s leading broadband communications and fixed-line telecoms operators. Telefónica first invested in China Netcom in 2005, and is one of a very small number of foreign investors to have successfully taken a stake in a major China telecoms operator.

Clifford Chance has advised Citi as lead manager and Citibank, N.A., London Branch, as trustee in connection with the US$125 million of convertible bonds issued by Indian software provider Geodesic Information Systems, the first Indian foreign currency convertible bond of 2008. The bonds were listed on the Official List of the Singapore Exchange Securities Trading Limited. The funds raised from the deal will be used mainly for overseas acquisitions and investments in joint ventures.

Harry Elias Partnership advised ST Aerospace in its US$78 million joint venture with Xiamen Aviation Industry Company Ltd to provide aviation-related technology and engineering solutions in Xiamen, PRC. ST Aerospace is the aerospace arm of ST Engineering operating a global MRO (engine maintenance, repair and overhaul) network with facilities in America, Asia Pacific and Europe. It is the world’s largest airframe MRO provider with a global customer base that includes many of the world’s leading airlines, airfreight operators and military operators.

Sidley Austin LLP represented Indonesian telecom company PT Indosat Tbk in obtaining US$228.5 million in financing to construct and launch a new satellite, the Palapa-D. The satellite is under construction by Thales Alenia France and will be launched into orbit by a Chinese launch vehicle manufactured by Beijing Talentway Technology Corporation. The financing was arranged by The Hongkong and Shanghai Banking Corporation Limited and is being made available through two 12-year export credit facilities and a third nine-year commercial credit facility. Negotiation of the financing involved coordination with export credit agencies and suppliers in France and China.

WongPartnership LLP acted for Pacific Star Investment and Development Pte. Ltd. as sponsor of Asia Real Estate Prime Development Fund, an opportunistic private equity real estate fund that invests in a diverse portfolio of prime residential apartments, serviced residences and mixed developments located mainly in the prime urban locations of key cities in Asia such as China, Hong Kong, Macau, Japan, Korea, Thailand, Malaysia and Singapore. The Fund together with a parallel vehicle aim to attract up to US$600 million in Commitments by the Final Closing Date.

Deals – 17 January 2008

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Allen & Overy advised Sinofert Holdings Limited (previously known as Sinochem Hong Kong Holdings Limited) on three major acquisitions worth approximately HK$7.37 billion and an issuance of HK$5.0 billion new shares in the past months, including; an acquisition of an approximately 18.49 percent shares worth approximately HK$7.09 billion in the PRC listed Qinghai Salt Lake Potash Co. Ltd, one of the largest producers of potassium fertilizers in the PRC; an acquisition of 40 percent equity interest of approximately HK$219.75 million in Tianji Sinochem Gaoping Chemical Engineering Company Ltd, a fertilizer producer in Shanxi province; an acquisition of 51 percent equity interest of approximately HK$59.33 million in Sinochem Shandong Chemical Fertilizer Company Limited, a fertilizer producer in Shandong province; and a subscription of HK$5 billion new shares in Sinofert by Sinochem Corporation and Potash Corporation of Saskatchewan Inc. for raising funds for the acquisitions.

Cleary Gottlieb Steen & Hamilton is representing Temasek in its US$5 billion investment in Merrill Lynch. The deal marks the latest example of capital injections into major financial houses by sovereign wealth funds. Temasek will invest US$4.4 billion in Merrill Lynch common stock and has the option to purchase an additional US$600 million of Merrill Lynch common stock by March 28, 2008. Its ownership position will at all times represent less than 10 percent of Merrill Lynch’s outstanding common stock. Temasek is an investment holding company owned by the Singapore government. In May 2007, the firm advised Temasek and its wholly owned subsidiary, Singapore Technologies Semiconductors, in their US$2 billion tender offer for the remaining 64.4 percent interest of publicly-traded STATS ChipPAC (not owned by STS).

Clifford Chance advised Bank of East Asia Limited, whose shares are listed on the Hong Kong Stock Exchange and a Hang Seng Index constituent stock, in a USD$510 million placement of new shares to a wholly owned subsidiary of Criteria CaixaCorp, S.A. (Criteria). Criteria is a listed Spanish holding company controlled by ‘la Caixa’, a leading Spanish financial institution focused in retail banking, and holds several significant stakes in the services and in the financial sectors with a NAV of more than US$36 billion. Criteria’s stake in the Bank of East Asia Limited increased from 4.34 percent to 8.89 percent upon completion of the placement.

Clifford Chance advised Citigroup in respect of the IPO of 225,000,000 offering shares in First Resources Limited, an Indonesian palm oil company. The shares were listed on the Singapore Stock Exchange. International placement including a Rule 144A offering in the US.

Clyde & Co has advised Speedcar International Limited in relation to the soon-to-be-launched SPEEDCAR Series, a new motor racing series featuring globally renowned drivers, an audience of billions and millions of dollars in prize money. Featuring 24 drivers competing in identical V8 620bhp stock cars, deliberately lacking electronic driver aids the series promises close and electrifying racing, and thrilling viewing for both TV and trackside spectators alike. The SPEEDCAR Series was conceived and is set to fill a niche in the regional motor racing industry, taking place over eight weekends in winter and spanning the Middle East, Asia and Australasia. Clyde & Co worked with the Speedcar team on a number of matters including commercial contracts, trade marks, sponsorship and exploitation of intellectual property. Clyde & Co also advised on matters relating to the relationship between Speedcar and GP2 Asia, Speedcar’s co-partner in the Grand Racing Series.

Khaitan & Co. advised Venture Infotek Global Pvt Ltd (VI) in relation to investment made by Kubera Cross-Border Funds Limited (Kubera). VI is a leading ISO 9001:2000 transaction processing and knowledge management company. Kubera is a private equity firm, listed on the London stock exchange (AIM) which invests in cross-border companies. In this complex transaction Kubera made an investment in VI by buying a significant stake in its holding company Venture Infotek Limited in Mauritius through intermediate holding companies. The investment amount is US$20 million. The transaction tested the ability of Khaitan & Co. because the transaction had also to comply with the existing shareholders agreement and operate within the limits of the said agreement. The transaction also involved the infusion of new funds into the Company.

Milbank, Tweed, Hadley & McCloy has advised on the IPO for PT Indo Tambangraya Megah, Banpu’s coal assets in Indonesia, which raised US$337 million in one of the largest private listings of the year in Indonesia. Indo Tambangraya is Indonesia’s third-biggest coal producer.

Sullivan & Cromwell LLP is advising Citigroup in the US$12.5 billion investment in the company by a group that includes Government of Singapore Investment Corp. and Capital Research Global Investors, Capital World Investors, the Kuwait Investment Authority, the New Jersey Division of Investment, shareholder Prince Alwaleed bin Talal of Saudi Arabia and former chief executive of the company Sanford Weill and his family foundation, announced January 15, 2008.

WongPartnership LLP acted for CIMB-GK Securities Pte. Ltd., DBS Bank Ltd. and Goldman Sachs (Singapore) Pte., as joint bookrunners in the issue of US$600 million convertible bonds due 2012, by Wilmar International Limited.

WongPartnership LLP acted as Singapore counsel to Bain Capital Partners LLC in an agreement with American Standard Companies Inc. to acquire the Bath & Kitchen business of American Standard Inc.

WongPartnership LLP acted for MF Global Singapore Pte Ltd in successfully defending a million-dollar claim for a goodwill payment and shares, by its former Chief Executive Officer.

Deals – 15 November 2007

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Baker & McKenzie LLP has advised Priceline.com Inc on its acquisition of Agoda Company in a transaction that includes an initial cash payment and a multi-year, performance-based earn-out. Priceline.com Inc operates Priceline.com, a US online travel service for value-conscious leisure travelers, and Booking.com, an international online hotel reservation service. Bangkok- and Singapore-based Agoda Company is an online travel company that specializes in hotel discount bookings in Asia.

Clifford Chance has advised ING on its latest expansion in Asia, the acquisition of a stake in Thailand’s TMB Bank valued at EUR460 million. The investment forms part of TMB’s capital raising plan to strengthen its capital adequacy. According to the terms of the agreement, TMB will allocate 25,000 million shares at a price of THB1.60 per share to ING and at THB1.40 per share to existing investors. ING will acquire a stake of 25.1 percent in TMB voting shares and an additional 4.9 percent in voting or non-voting shares (through tradable depositary receipts). TMB is a bank in Thailand with approximately EUR14 billion in assets, and more than five million customers and 472 branches in Thailand. The transaction is subject to approval from TMB shareholders, and regulatory approval from the Bank of Thailand, the Thai Ministry of Finance and the Dutch Central Bank.

Clifford Chance has advised Morgan Stanley Asia Limited and CCB International Capital Limited on the listing of GCL-Poly Energy Holdings Limited on the Main Board of the Hong Kong Stock Exchange. GCL-Poly is one of China’s largest foreign-owned independent cogeneration plant operators. The initial offer size was around US$152 million (HK$1.18 billion), and the shares were listed on November 13, 2007. This is the second renewable energy-related IPO on which Clifford Chance has advised Morgan Stanley in 2007. The first was China High Speed Transmission Equipment Group, which listed on the HKEx in July and was favorably received by the market. The Hong Kong portion of the GCL-Poly offering was 905 times oversubscribed for 26,078,732,000 shares and has received subscription monies of more than HK$108 billion (US$14 billion). The international tranche was nearly 211 times oversubscribed.

DLA Piper has acted for Merriman Curhan Ford & Co and Brean Murray Carret & Co in the US$72 million Nasdaq IPO of Fuqi International (NasdaqGM: FUQI), a jewelry company in Shenzhen, China. The company offered 7,033,816 shares of common stock as part of the listing, with a public offering price of US$9.00 per share. The offering priced on October 23, 2007 and was six times oversubscribed.

Freshfields Bruckhaus Deringer has advised on the initial public offering and Hong Kong Stock Exchange listing by Bosideng International Holdings (Bosideng), which listed on October 11, 2007. Proceeds from the IPO totalled US$836 million. The firm acted as Hong Kong and US legal counsel to Bosideng. Goldman Sachs and Morgan Stanley were the joint sponsors, joint global coordinators, joint bookrunners and joint leader managers.

Freshfields Bruckhaus Deringer has advised Merrill Lynch as placing agent for the primary placing of 150,000,000 shares offered by Galaxy Entertainment Group Limited (Galaxy) at an offering price of HK$8.58. The placing is relating to the Permira’s acquisition of a stake in Galaxy. Total amount raised was US$165 million.

Freshfields Bruckhaus Deringer has advised Merrill Lynch and Macquarie Securities as the joint placing agents in relation to the US$80 million top up placing of shares in VST Holdings. Merrill Lynch was also the settlement agent on the transaction. The principal vendor (L&L Limited) and the additional vendor (CKC Holdings Limited) placed a total of 206,000,000 shares at HK$3.08 per share in the issuer with the joint placing agents (the principal vendor placed 186,000,000 shares and the additional vendor placed 20,000,000 shares). The principal vendor also subscribed to 186,000,000 new shares in the company.

Herbert Smith has advised Goldman Sachs in relation to the HK$2.86 billion (US$368 million) placing of Lenovo shares by Texas Pacific Group (TPG), Newbridge Asia and General Atlantic LLC. Lenovo is a global technology company, formed through the acquisition of IBM’s personal computing division by the Lenovo Group. Lenovo develops, manufactures and markets PC products and value-added professional services. The company’s principal operations are in Beijing and North Carolina, USA; it has 19,000 employees worldwide. Herbert Smith acted as international counsel for the placing of Lenovo shares.

Johnson Stokes & Master has prepared a China anti-trust filing in relation to an acquisition (through intermediary partnerships) by US-based global private investment companies Bain Capital Investors LLC and Thomas H Lee Advisors LLC. The companies acquired a majority interest in the diversified media company Clear Channel Communications Inc. The filing was accepted by relevant China authorities and the transaction was allowed to proceed.

Linklaters has advised Singapore Airlines Limited and Temasek Holdings (Private) Limited on their HK$7.16 billion strategic investment in China Eastern Airlines Corporation Limited. Singapore Airlines and Temasek Holdings, through its wholly owned subsidiary, Lentor Investments Pte Ltd, entered into an agreement relating to the subscription of an aggregate 24 percent of the enlarged issued share capital of China Eastern Airlines on September 2, 2007. The agreement also covers strategic cooperation between Singapore Airlines and China Eastern Airlines in various business areas. Further to the agreement, the parties, along with China Eastern Air Holding Company, entered into definitive transaction agreements in relation to the strategic investment on November 9, 2007. China Eastern Airlines is listed on the stock exchanges of Hong Kong, Shanghai and New York.

Nishith Desai Associates has advised Goldman Sachs in its US$172 million investment for a majority stake in Indian metal castings maker Sigma Electric and its affiliated companies in India and the United States. The investment by Goldman Sachs will accelerate Sigma’s plans for global growth as a leading Indian manufacturer of metal castings and components. Sigma is a manufacturer of cast metal parts for the electrical, utility, durable goods and transportation markets sold in Europe and the US. The company uses various metals and fabrication processes to make low-volume, technically complex metal parts.

Paul, Hastings, Janofsky & Walker LLP has represented HSBC, the sole lead manager and bookrunner of Coastal Greenland Limited’s (Coastal Greenland) US$100 million high-yield bond offering. The transaction is the first tranche of a US$150 million deal. The second US$50 million tranche will comprise the sale of high-yield bonds with warrants to Shenzhen Investment Ltd, one of Coastal Greenland’s shareholders. Completion of the second tranche is awaiting approval from Coastal International, the majority shareholder of Coastal Greenland. Coastal Greenland, a Hong Kong listed PRC-based property developer, will use the funds from the sale to support the company’s growth in China and pay existing debt.

Skadden, Arps, Slate, Meagher & Flom LLP has represented JP Morgan Securities Japan Co Ltd as financial advisor to Sumitomo Electric Industries Ltd in its approximately US$140 million acquisition via tender offer of part of the shares of Nissin Electric Co Ltd and all of the shares of Toyokuni Electric Co Ltd. Nissin Electric and Toyokuni Electric are manufacturers of electrical products and subsidiaries of Sumitomo.

Skadden, Arps, Slate, Meagher & Flom has represented Mission Hills Group, an operator of resorts in China, in its approximately US$90 million acquisition of a controlling stake in Hsin Chong Construction Group Ltd and its subsequent US$64 million mandatory offer for the remaining shares in Hsin Chong Construction.

Skadden, Arps, Slate, Meagher & Flom has represented UBS AG, Deutsche Bank Securities Inc and Citigroup Global Markets Inc as joint global coordinators in an approximately US$581 million follow-on registered offering of American Depositary Shares listed on the Nasdaq Global Market by Melco PBL Entertainment Limited, an owner and developer of casino gaming and entertainment resort facilities.

Sullivan & Cromwell LLP has represented Alibaba.com Limited in its initial public offering of 858,901,000 ordinary shares, which raised gross proceeds of approximately US$1.5 billion. This transaction is the second largest IPO ever by an Internet company worldwide. The overallotment option to purchase an additional 113,678,000 ordinary shares, which would increase the size of the IPO to around US$1.7 billion, has been exercised in full by the underwriters and was expected to close on November 14, 2007. The IPO consisted of a Rule 144A offering in the US, a Regulation S offering outside of the US and a public offering and listing in Hong Kong. Goldman Sachs, Morgan Stanley and Deutsche Bank were the joint lead managers of the IPO.

Sullivan & Cromwell LLP has represented China Merchants Bank Co Ltd in its successful application to the US Federal Reserve to establish a branch in New York. China Merchants is the first Chinese bank to receive the Board’s approval to establish a branch in the US since the adoption of the Foreign Bank Supervision Enhancement Act of 1991. The company’s successful application will serve as a model for other Chinese banks seeking to establish commercial banking operations in the US. China Merchants is the sixth largest bank in China. It has total assets of about US$164 billion.

Venture Law has represented DBS Bank Ltd and Citigroup Global Markets Singapore Pte Ltd as the joint lead managers and underwriters in the S$300 million equity fund raising of CDL Hospitality Trusts, a group that includes CDL Hospitality Real Estate Investment Trust and CDL Hospitality Business Trust, listed on the Singapore Stock Exchange.

Venture Law has advised DBS Bank Ltd and Credit Suisse (Singapore) Limited as joint global coordinators, bookrunners and underwriters in matters of Singapore law in connection with the S$263 million Rule 144A/Regulation S IPO of ARA Asset Management Limited, and a listing of shares on the Singapore Stock Exchange.

Venture Law has represented Oversea-Chinese Banking Corporation Limited as the manager, underwriter and placement agent in the S$28 million IPO of Dutech Holdings Limited listed on the Singapore Exchange.

White & Case has represented Citigroup Global Markets Limited and PT Danareksa Sekuritas as the sole international placing agent and the underwriters in connection with the US$230 million Regulation S initial public offering of PT Ciputra Property Tbk (a developer of commercial properties in Indonesia) and a listing of shares on the Jakarta Stock Exchange.

White & Case has advised Zhong An Real Estate Limited on its HK$3.6 billion (US$464 million) Rule 144A/Regulation S IPO with a listing of its shares on the mainboard of the Hong Kong Stock Exchange. This amount represents the proceeds raised before the overallotment option is exercised. The Hong Kong public offering was 177 times oversubscribed and the international offering was significantly oversubscribed. The issue was priced at HK$6.67 per share.

WongPartnership has acted for China Hongcheng Holdings Limited in its IPO. China Hongcheng Holdings Limited is a large home textile manufacturer in China.

WongPartnership has acted for Morgan Stanley Asia (Singapore) Pte, Morgan Stanley & Co International plc and Credit Suisse (Singapore) Limited as underwriters in the IPO of Saizen Real Estate Investment Trust (comprising an international placement under Regulation S), which raised proceeds of US$135.96 million. This is the first Singapore REIT with Japanese regional residential properties. Saizen REIT invests in 148 residential properties in 12 cities in Japan.

WongPartnership has acted for Reyphon Agriceutical Limited in its IPO. Reyphon Agriceutical Limited is a large manufacturer of gibberellic acids in China.

Deals – 22 November 2007

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Baker & McKenzie has advised DKN Financial Group Limited (DKN) on its acquisition of Lonsdale Financial Group Limited (Lonsdale) and Wrap Account Limited (Wrap). The transaction has a value of approximately A$120 million. Baker & McKenzie advised on the structure of the complex transaction, which required the simultaneous completion of numerous separate aspects. The acquisition of Lonsdale was effected by way of two inter-conditional schemes of arrangement, a scheme relating to Lonsdale ordinary shares and a scheme for Lonsdale redeemable preference shares known as practice shares. The consideration for the scheme involved the issue of DKN practice shares, which are converting shares designed to function as a loyalty arrangement, requiring ASX and shareholder approval.

Clifford Chance has advised Lehman Brothers on their investment in Prajay Holdings Private Limited (a wholly owned subsidiary of Prajay Engineers Syndicate Limited, which is listed on the Bombay Stock Exchange) in relation to a real estate development project in Hyderabad, India by way of subscription for up to US$36 million of FDI-compliant convertible bonds.

Clifford Chance has advised Morgan Stanley Asia Limited and CCB International Capital Limited on the listing of GCL-Poly Energy Holdings Limited on the Main Board of the Hong Kong Stock Exchange. GCL-Poly is one of China’s largest foreign-owned independent cogeneration plant operators. The initial offer size was approximately US$152 million (HK$1.18 billion), and the shares were listed on November 13, 2007. The Hong Kong portion of the GCL-Poly offering was 905 times oversubscribed for 26,078,732,000 shares and has received subscription monies of more than HK$108 billion (US$14 billion). The international tranche was almost 211 times oversubscribed.

Colin Ng & Partners has acted for Kubera Fund Limited on its investment in Venture Infotek. Khaitan & Company acted for the target company and founders. Kubera Cross-Border Fund Limited, an investment company traded on the AIM market of the London Stock Exchange, has acquired a significant interest in Venture Infotek Limited, Mauritius for an equity investment of US$20 million. Venture Infotek Global Private Limited is a wholly owned subsidiary of Venture Infotek Limited, Mauritius and is India’s leading transaction processing company.

Freshfields Bruckhaus Deringer has advised China Oriental Group in its defence of an unsolicited voluntary general offer for all the shares in China Oriental from Smart Triumph Corporation (Smart Triumph). Smart Triumph’s sole shareholder is Ms Diana Chen Ningning, who is also the second largest shareholder of China Oriental Group. Smart Triumph’s offer valued China Oriental at approximately HK$11.7bn. As of October 2, 2007 (the deadline for acceptance of Smart Triumph’s offer) Smart Triumph had received acceptances from shareholders representing 16.62 percent of China Oriental, which when aggregated with Smart Triumph’s 28.11 percent shareholding, was below the minimum 50 percent acceptance condition. Accordingly, the Smart Triumph offer failed to become unconditional and has therefore lapsed.

Freshfields Bruckhaus Deringer has advised Danone Asia Pte Ltd on its disposal of 208.4827 million shares or a 20.01 percent stake in Bright Dairy, a Shanghai-based listed dairy products company, and the termination of the trademark license agreement between Danone and Bright Dairy for the use of certain Danone brands. The shares were sold to Shanghai Dairy Group and SI Food Products, the two largest state-owned shareholders in Bright Dairy, for a total consideration of approximately 954.85 million renminbi. The transaction is subject to approval by MOFCOM and the granting by CSRC of a waiver for a mandatory general offer.

Freshfields Bruckhaus Deringer has advised GE Capital on the Hong Kong Listing Rules issues of its US$50 million investment in Credit Orienwise Group Limited.

Herbert Smith has advised SAIF Partners, Hony Capital (a subsidiary of Legend Holdings) and IDG Technology Venture Partners on the HK$2.7 billion (US$350 million) management buyout and mandatory takeover offer for Digital China Holdings, a Hong Kong-listed IT services company based in China. It is one of the largest management buyouts in the PRC IT sector. Legend Holdings, as the controlling shareholder of Digital China, and General Atlantic Partners sold a combined 42.94 percent of shares to the private equity firms and Kosalaki Investments, a firm wholly owned by Mr Guo Wei, president of Digital China. Upon the close of the takeover offer, the consortium comprising SAIF, Hony Capital, IDG VC and Mr Guo became Digital China’s biggest shareholder with a stake of 40.29 percent, followed by Legend Holdings with 16.23 percent.

Johnson Stokes & Master has acted for Hang Lung Properties in the project conveyancing of the residential development ‘The Long Beach’ which comprises eight towers of buildings with 1,829 units and a gross floor area of 142,150 sq. m. plus a car-parking podium, erected on Kowloon Inland Lot No. 11152. We also advised on the set-up and the legal documentation (including the DMC) in relation to the project since the land was acquired.

O’Melveny & Myers has represented FU JI Food and Catering Services Holdings Limited in its issue of 1.5 billion renminbi (US$200 million) HKD settled zero coupon convertible bonds, which have been listed on the Hong Kong Stock Exchange. The lead manager for the issue was Citigroup. FU JI is an investment holding company listed on the Hong Kong Stock Exchange. It currently operates three principal lines of business, namely catering services, Chinese restaurants and manufacture of convenience food products. Part of the net proceeds will be used by FU JI for the acquisition of a majority stake in Sky Charm Group Limited, the holding company of a group of companies that operate the Golden Hans chain of restaurants in China.

Paul, Hastings, Janofsky & Walker LLP has represented Deutsche Bank AG Hong Kong Branch and JP Morgan Securities (Asia Pacific) Limited, the joint global coordinators, bookrunners and sponsors of the global offering of Zhong An Real Estate Holdings, which comprised a Hong Kong public offer and an international offering, including a 144A placement. The offering raised US$465 million (HK$3.62 billion). Zhong An Real Estate Holdings, is a leading real estate developer in China’s Yangtze River Delta region. The funds raised in the IPO will primarily be used to finance the development of existing Zhong An projects and to support future initiatives.

Paul, Weiss, Rifkind, Wharton & Garrison has helped Kolberg Kravis Roberts & Co (KKR) make its first investment in China and to structure, negotiate and execute the novel financing arrangements relating to that investment. KKR invested US$115 million in Tianrui Cement Co Ltd and arranged debt and equity financing for Tianrui Cement from the International Finance Corporation as well as US$335 million of long term US dollar and renminbi denominated financing from an international banking syndicate led by JP Morgan. The loan facility is the first financial sponsor-related, renminbi-denominated long term syndicated loan arranged by international banks in China.

Skadden, Arps, Slate, Meagher & Flom is representing Coastal Greenland Limited (Hong Kong), a property developer, in its US$150 million offering of units comprising US$150 million 12 percent guaranteed senior notes due 2012 and warrants for 111,622,500 shares of the company listed on the Hong Kong Stock Exchange.

Skadden, Arps, Slate, Meagher & Flom has represented Deutsche Equities India Private Limited, SSKI Corporate Finance Private Limited and UBS Securities India Private Limited as joint global coordinators in an approximately US$215 million Regulation S qualified institutional placement of shares by United Phosphorus Limited (India), a producer of chemicals and crop protection products. The shares were listed on the Bombay Stock Exchange and the National Stock Exchange of India.

White & Case has represented HowStuffWorks in its purchase of a majority shareholding in Intac International Inc, a NASDAQ listed internet company with operations in China.

WongPartnership has acted for China New Town Development Company Limited in its initial public offering of 400 million ordinary shares (including an international placement under Rule 144A and Regulation S), which raised gross proceeds of approximately US$185.30 million. This is the first private PRC township developer listed on the Singapore Exchange.

Deals – 29 November 2007

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Drew & Napier LLC has acted for Tomen Electronics Corp (Tomen) and its two subsidiaries, Tomen (Singapore) Electronics Pte Ltd and Tomen Electronics (Hong Kong) Ltd, on its acquisition of Ingram Micro Asia Pacific Pte Ltd (Ingram) and subsidiaries. Tomen and Ingram signed the sales and purchase and transitional services agreements on November 22, 2007. The total size of the acquisition is US$19 million (JPY2.1 billion). Tomen imports and trades foreign-made semiconductors, and provides products that incorporate the world’s latest technologies.

Freshfields Bruckhaus Deringer has advised Arysta LifeScience Corporation and its shareholders, which comprised of investment funds managed by Olympus Capital and its co-investors, on the sale of Arysta LifeScience Corporation to IEIL Japan Co Ltd, an investment holding vehicle controlled by Permira Advisers. The deal value was JPY250 billion (US$2.2 billion).

Freshfields Bruckhaus Deringer has advised John Hardy on its acquisition (in conjunction with 3i) of the John Hardy group from its founding shareholders. The firm advised the consortium on the multi-sourced acquisition financing package, which included a bank-led leverage financing tranche.

Freshfields Bruckhaus Deringer has advised TCC International Holdings Limited in connection with its successful voluntary securities exchange offer to acquire all of the issued shares of Chia Hsin Cement Greater China Holding Corporation, which closed on October 30, 2007. On the closing date, based on TCC’s share price of HK$11.50 per share, the entire issued share capital of Chia Hsin was valued at US$770 million.

Herbert Smith has advised JP Morgan Securities (Asia Pacific) Limited and China International Capital Corporation as joint global coordinators and joint bookrunners on the HK$9.04 billion (US$1.16 billion) global offering and Hong Kong IPO of Sinotruk (Hong Kong) Limited, a heavy truck manufacturer in China. Under the global offering, Sinotruk offered 702 million new shares, of which 631,800,000 shares were initially offered under the international offering and 70,200,000 were offered under the Hong Kong public offering. The retail tranche was more than 300 times oversubscribed, triggering a full clawback. The overallotment option represents 15 percent of the initial offer shares and if exercised could boost total proceeds to US$1.33 billion.

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 the symbol of GA. The offering consisted of 65.8 million ADSs at US$15.5 per ADS, of which 52.5 million ADSs were offered by Giant and 13.3 million ADSs were offered 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 future acquisitions. Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG acted as joint bookrunning managers.

Shearman & Sterling LLP has advised The Longreach Group on its US$700 million acquisition of a 51 percent interest in EnTie Commercial Bank Ltd, a Taiwanese commercial bank. Longreach was the lead investor of a consortium including ORIX Corporation of Japan. The transaction was effected through a unique and complex structure, which involved the issuance of 1.36 billion newly-issued common shares and 621.9 newly-issued Series 1 convertible perpetual preferred shares, which are convertible into common shares at a one-to-one ratio. Longreach also launched a tender offer to acquire an additional 442 million common shares, in which certain shareholders of EnTie agreed to participate.

Sidley Austin has represented Bear Stearns (as the sole global coordinator and bookrunner) and Bear Stearns and First Shanghai (as the joint sponsors and joint lead managers) with respect to the IPO of NetDragon Websoft Inc on the Growth Enterprise Market of the Hong Kong Stock Exchange. The international placement (addressing Rule 144A/Regulation S requirements) was completed on November 2, 2007. NetDragon Websoft is an online game developer and operator in China.

Sidley Austin has represented Daiwa Securities SMBC, as the sole sponsor, bookrunner and lead manager, with respect to the IPO of International Elite Ltd on the Growth Enterprise Market of the Hong Kong Stock Exchange. Hong Kong-based International Elite provides customer relationship management outsourcing services in Hong Kong, Macau and China.

Skadden, Arps, Slate, Meagher & Flom has represented PT Jasa Marga (Persero) Tbk, an operator of toll roads and highways in Indonesia, in its partial privatization via an US$371 million IPO of shares and listing on the Jakarta Stock Exchange. The offering included a Rule 144A/Regulation S component.

WongPartnership has acted for CCT MTN Pte Ltd, a wholly-owned subsidiary of HSBC Institutional Trust Services (Singapore) Limited, as trustee of CapitaCommercial Trust (CCT Trustee) in its establishment of a US$689.22 million multicurrency medium term note program guaranteed by the CCT Trustee and arranged by DBS Bank Ltd (DBS Trustee Limited is the notes trustee).

WongPartnership has acted for Citigroup Global Markets Limited in the issuance of up to US$151.63 million zero coupon secured exchangeable bonds by Best Decade Holdings Limited. The Bonds are exchangeable for shares in the Singapore-listed company Delong Holdings Limited (Delong) and are secured by an initial number of such shares, which represent more than 30 percent of the total shareholding in Delong.

WongPartnership has acted for Wachovia Securities in relation to its joint venture via its subsidiary, Wachovia Development Corporation, with City Developments Limited via its subsidiary, City Venture Properties Pte Ltd, on a 60:40 basis.

Deals – 6 December 2007

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Allens Arthur Robinson has acted for Schneider Electric (Euronext: SCHN) in connection with the negotiation and formation of a new joint venture with the Delixi Group in China, for the manufacture, marketing and distribution of low voltage electrical distribution and industrial control products. Schneider Electric is the world’s power and control leader, with 112,000 employees worldwide, operations in 190 countries and recorded sales of €13.7 billion in 2006 through 15,000 distributor outlets. Delixi Group is a leader in the Chinese electrical distribution field employing about 10,000 employees across China. Delixi is recognized as one of China’s famous brands. The new joint venture is called Delixi Electric and is incorporated in Wenzhou (Zeijiang Province). Schneider Electric owns a 50 percent interest in the company, while Delixi Group will hold the other 50 percent. It will employ approximately 4,000 people.

Clifford Chance has advised Jasper Investments Limited on its acquisition of a 55.4 percent stake in Neptune Marine Oil and Gas, a Cyprus incorporated offshore drilling vessel company whose shares are traded on the Norwegian OTC market.

Clifford Chance has advised NWS Holdings Limited, through its wholly owned subsidiary NWS Infrastructure Management Limited, on its acquisition of a 22.5 percent effective interest in the Nansha Expressway in the Guangzhou southern area (from Luntou to Longxuedao).

Clifford Chance has advised Sumitomo Mitsui Banking Corporation regarding loan facilities arranged for the acquisition of Gyrus by Olympus.

Drew & Napier LLC has advised RHB Investment Bank and RHB Bank Berhad Singapore in respect of RHB Bank Berhad acting as sub-placement agent of shares of Z-OBEE Holding Limited’s IPO and listing on the main board of Singapore Exchange Securities Trading Limited. The placement is of 32,000,000 shares worth S$10.9 million. RHB Bank Berhad is one of the 10 Anchor Banks in Malaysia. Z-OBEE is a full-set solutions house that provides complete design services spanning the entire handset design cycle, involving industrial, mechanical and software design. Z-OBEE’s operations are based in the PRC. The company offers shares in Singapore.

Freshfields Bruckhaus Deringer has advised Macquarie International Infrastructure Fund on its US$537 million acquisition of a 90 percent stake in Guangzhou’s Hua Nan Toll Road.

Freshfields Bruckhaus Deringer has acted for Oasis Hong Kong Airlines on the pre-IPO investment by Value Partners in Oasis, in the form of US$30 million convertible bonds. Oasis also raised an additional US$22 million from many of its existing investors through the issue of another tranche of convertibles bonds.

Freshfields Bruckhaus Deringer has advised Sociedad General de Aguas de Barcelona SA (Agbar) on the acquisition of three water supply and waste treatment projects in China’s Jiangsu Province, with a total investment by Agbar of US$43.8 million. Agbar will acquire a stake in a Hong Kong company that will be jointly managed by Agbar and Golden State Water Group Corporation. Two of the PRC water project companies will be transferred to such Hong Kong joint venture company at the time of closing. The JV company will then fund and participate in the management and profits of the third PRC water project company through convertible notes, which will be convertible into shares of an intermediary Hong Kong holding company that holds the third PRC water project company.

Johnson Stokes & Master has acted for Deutsche Bank in relation to their joint bid with DBS Bank to acquire a significant shareholding in Thai Military Bank.

Johnson Stokes & Master has acted for Mr Law Kar Po in his sale by tender of the entire issued share capital of the ultimate holding company of Shatin Town Lot No 206. This is located in Tai Po, Hong Kong, where the old Yucca De Lac Restaurant used to be and where many old black and white films were filmed. The site area is about 7,400 square metres and is for private residential purposes, with building covenant expiring at the end of 2010.

KhattarWong has advised Asia Environment Holdings Ltd in an investment transaction (of approximately US$25 million in value) with International Finance Corporation (IFC), the commercial lending arm of the World Bank. The investment by IFC comprises a subscription for non-listed warrants issued by the Asia Environment and the extension of a revolving loan to Asia Environment.

Nishith Desai Associates has acted for Sequoia Capital India on its investment of one billion rupees in GVK Biosciences Private Limited (GVK BIO), a Hyderabad-based contract research organization that specializes in pharmaceutical and biotechnology research in medicinal chemistry, informatics, clinical pharmacology and biology. Sequoia Capital’s investment will help GVK BIO to expand its capacity in drug discovery services and provide new services in pre-clinical and clinical space.

Norton Rose (Asia) LLP has advised the shareholders on the disposal of the Miclyn Offshore Group to Macquarie. The deal was completed on November 23, 2007 after an auction sale process conducted and advised by The Hongkong and Shanghai Banking Corporation (HSBC) (the financial advisers to the shareholders). Macquarie partly financed the acquisition through a US$261 million debt facility provided by Natixis, United Overseas Bank and WestLB. The transaction also involved the merger of Express Offshore Transport Pte Ltd (another similar business acquired by Macquarie in 2007) with the Miclyn Offshore Group. Miclyn Offshore Group is a Singapore-based offshore marine services business with operations in Asia Pacific and the Middle East, and is principally involved in the chartering of offshore vessels and barges to the oil and gas and civil construction industries.

Paul, Hastings, Janofsky & Walker LLP has represented Red Vulcan Holdings, a consortium made up of First Gen Corp, Spalmare Holdings BV and Prime Terracotta Holdings Corp, in its successful bid for a 60 percent controlling stake in Philippine geothermal power producer PNOC Energy Development Corporation (PNOC-EDC). PNOC-EDC operates seven geothermal steamfields and 12 operational power plants with a total installed capacity of 1,198.8 MW in the Philippines. It also engages in geothermal exploration and development, reservoir engineering and management, drilling, engineering design and energy research and development. It is responsible for the Philippines being the second largest geothermal energy producer in the world and the largest in terms of geothermal energy contribution to the country’s total power mix.

Slaughter and May has acted for the coordinating arrangers in relation to a HK$3.2 billion (US$412 million) revolving credit/term loan facility signed by CRE Finance (Hong Kong) Limited as borrower and China Resources Enterprise Limited as guarantor. The banks were Bank of China (Hong Kong) Limited, The Bank of Tokyo-Mitsubishi UFJ Ltd, DBS Bank Ltd, Sumitomo Mitsui Banking Corporation, Agricultural Bank of China, Hong Kong Branch, Mizuho Corporate Bank Ltd, Oversea-Chinese Banking Corporation Limited, Standard Chartered Bank (Hong Kong) Limited and Calyon.

Venture Law has represented Oversea-Chinese Banking Corporation Limited as manager, underwriter and placement agent in the S$44 million initial public offering of Z-OBEE Holdings Limited listed on the Singapore Exchange.

White & Case has represented Citibank NA Bahrain as original lender and facility agent on a US$5 million facility provided to Owens Corning (India) Limited, an Indian joint venture company with Owens Corning USA, and global leader in glass fiber manufacturing and building materials’ provision.

WongPartnership has acted for Mountain Orchard Limited, a company ultimately owned by a global financial services firm, in a shareholders’ agreement with Heeton Holdings Limited, its wholly-owned subsidiary Heeton Residence Pte Ltd and its indirect wholly-owned subsidiary Heeton Realty Pte Ltd, to acquire, own and redevelop the property at 74 Grange Road, Singapore.