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Deals – 3 July 2008

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Allens Arthur Robinson acted for CB Richard Ellis on the establishment of its property management consulting joint venture with China Vanke Co Ltd, the PRC’s largest residential property developer.

Amarchand Mangaldas represented Laqshya Media Private Ltd, a company engaged in the out of home advertising business, in the Rs 276 crore investment by Warburg Pincus.

Gide Loyrette Nouel A.A.R.P.I. (GLN) has advised Air Liquide regarding the establishment of a joint venture for the long term supply of industrial gases to Sinopec Tianjin Petroleum and Chemical Corporation (TPCC). The transaction represents a total investment of €45 million and includes the construction of new production units, transfer of existing units, partial employee transfer and the licensing of related technologies. GLN assisted Air Liquide during negotiations and incorporation of the joint venture with TPCC.

KhattarWong acted for Richland Group Ltd in the mandatory unconditional general cash offer by Redmount Holdings Ltd for all the Issued and paid up ordinary shares in Richland Group Ltd.

Norton Rose (Asia) LLP has advised TM International Berhad on one of the biggest Indian telecoms deals to date, involving Idea Cellular Ltd, the Aditya Birla Group and Spice Communications Ltd.

Rajah & Tann LLP acted as counsel to Park House Holdings and World Sports Group and Seamus O’Brien in the sale of a majority interest comprising 70 percent interest in World Sports Group (WSG) by Park House Holdings to Lagardere Sports. In conjunction with the sale, the founder , shareholder and CEO of WSG, Seamus O’Brien has also entered into a longterm management arrangement with Lagardere Sports and WSG. R&T assisted on the Singapore aspect of the deal.

Rodyk acted for Raffles Education Corporation (REC), in its joint venture with Educomp Solutions Ltd (Educomp) in India. The total investment for this joint venture will be about US$100 million. Educomp is one of India’s largest listed companies and was the first education company to be listed in India.

Slaughter and May acted as Hong Kong legal adviser to United Energy Group Ltd in relation to its acquisition of a substantial interest in Transmeridian Exploration Inc, valued at approximately US$212 million.

Deals – 10 July 2008

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AZB advised Kaupthing Singer & Friedlander in relation to its investment in Shree Maheshwar Hydel Power Corp Ltd, including conducting due diligence, drafting definitive transaction agreements documents and provided general advice. The firm was also involved in reviewing the offering prospectus of Power Infrastructure India (an affiliate of Kaupthing Singer & Friedlander).

Baker & McKenzie’s mergers and acquisitions team in Hong Kong recently acted for CNNC Overseas Uranium Holding Ltd on its approximately HK$610 million acquisition of a controlling interest in United Metals Holdings Ltd, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Hong Kong Stock Exchange.

Clifford Chance, Hong Kong office has advised China Oilfield Services Ltd (COSL) on its US$2.5 billion recommended tender offer for Oslo-listed company Awilco Offshore ASA. Listed on the Shanghai and Hong Kong exchanges, COSL is the oilfield services arm of China National Offshore Oil Corp, while Awilco provides and manages offshore oil drilling rigs. The transaction, when completed, will create the world’s eighth-largest oil rig fleet.

Clifford Chance’s Hong Kong office has advised Fushan International in an acquisition of three coal mines in the PRC, at a consideration of HK$10.5 billion. The transaction constitutes a very substantial acquisition and connected transaction of Fushan International under Hong Kong Listing Rules subject to independent shareholders’ approval.

Clifford Chance, Singapore has advised Medco Energi Internasional and Encore International Ltd on the sale of its aggregate 80.6 percent stake in Apexindo Pratama Duta to Mitra Rajasa, an Indonesian listed cement distribution company. The transaction was valued at US$599 million.

DLA Piper has advised NEC Corp in connection with its acquisition of NetCracker Technology Corp. The cross-border M&A transaction involved legal counsel across multiple jurisdictions including the US, UK, Russia, Ukraine and Australia where NetCracker has operations.

DLA Phillips Fox advised Hong Kong Telecommunications Holdings (Malaysia) Pty Ltd on the sale of 100 percent of the issued share capital in Hong Kong Telecommunications Holdings (Australia) Pty Ltd, which trades as Silk Telecom, to Nextgen Networks Pty Ltd.

Fried, Frank, Harris, Shriver & Jacobson LLP represented Merrill Lynch International, ING and BNP Paribas in a dual tranche offering of US$500 million of senior notes issued by a special purpose vehicle of China Merchants Holdings (International) Co Ltd.

Gilbert + Tobin has advised Fonterra on its acquisition of Nestlé Australia Ltd’s yoghurt and dairy dessert business. Under the agreement, Fonterra will acquire Nestlé’s manufacturing facility at Echuca and have the long-term rights to manufacture, market and sell Nestlé’s yoghurt and dairy dessert brands in Australia, alongside its own existing brands.

Khaitan & Co has advised the book running lead managers in relation to Bank of India’s qualified institutional placement of 3,77,72,600 equity shares of Rs 10 each for cash at a price of Rs 360 per equity share, including a share premium of Rs 350 per equity share. This is the first ever Qualified Institutional Placement of a Public Sector Undertaking Bank. The total amount of the placement is US$340 million.

KhattarWong acted for China Fibretech Ltd. in its initial public offering (IPO). The company was listed on the main board of the Singapore Exchange Securities Trading Ltd (the SGX-ST) and raised approximately S$28 million in the IPO.

Latham & Watkins advised Vedanta Resources in its US$1.25 billion dual-tranche bond offering on the Singapore Exchange Securities Trading Ltd (SGX-ST). Consisting of two tranches – a US$500 million offering of 8.75 percent bonds due 2014 and a US$750 million offering of 9.5 percent bonds due 2018, the offering was made under Regulation S and 144A.

Paul, Weiss, Rifkind, Wharton & Garrison has represented Morgan Stanley Real Estate Fund and Morgan Stanley Special Situations Group in their approximate US$770 million investment in Crown Golden Investments Ltd, the parent of a group of companies which engage in high-end resort and residential development projects in the PRC. The investment represents a 30 percent interest in Crown Golden.

Shearman & Sterling LLP represented JPMorgan, Morgan Stanley, Barclays, Citigroup and Deutsche Bank, as the Joint Lead Managers, and Deutsche Bank, as trustee, in connection with Vedanta Resources plc’s US$1.25 billion Rule 144A/ Regulation S bond offering, listed on the Singapore Exchange.

Shearman & Sterling advised the underwriters, Morgan Stanley and Credit Suisse, in connection with the HK$1.74 billion initial public offering and Rule 144A/Regulation S offering by China Shanshui Cement Group Ltd on the Hong Kong Stock Exchange.

Simmons & Simmons has advised the Commercial Bank of Qatar (CBQ) in relation to a US$900 million capital raising. The three stage transaction comprised a private placement of shares amounting to US$33 million; a pre-emptive rights issue amounting to US$175 million; and a rights issue by way of convertible global depositary receipts (GDRs) amounting to US$691 million.

Rajah & Tann LLP is acting as counsel to Hiap Hoe Ltd in a renounceable non-underwritten rights issue of 75,929,272 new ordinary shares in the capital of Hiap Hoe Ltd. The net proceeds from the right issue is estimated to be approximately S$21 million.

Rajah & Tann LLP is acting as counsel to Gaz de France in a joint venture agreement with PowerGas, to build and operate Singapore’s first Liquefied Natural Gas (LNG) terminal, pursuant to which Gaz de France will hold a 30 percent minority interest in a joint venture company. The deal value is up to approximately S$1.6 billion.

Watson, Farley & Williams LLP have advised Coeclerici Compagnie SA in relation to the purchase of a strategic stake in CC Carbon Pte Ltd from Evonik Trading GmbH. The acquisition took place via two separate transactions, which resulted in Coeclerici acquiring an 85 percent interest in CC Carbon, with the remaining 15 percent held by the chief executive of CC Carbon, William Graybeal.

Watson, Farley & Williams LLP has advised United Arab Shipping Co in relation to the signing of a $1.5 billion contract for nine 13,100 teu vessels with Samsung Heavy Industries, the largest containership order to be placed by a Gulf Co-operation Council company.

Deals – 17 July 2008

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Allen & Overy LLP has advised Dubai Port World in its joint venture with the Yemen Gulf of Aden Port Corporation, an entity owned by the Government of Yemen. The transaction includes the lease of both Aden Container Terminal and of nearby Ma’alla Container Terminal and a commitment by the joint venture to invest around US$220 million in further developing the port.

Allen & Overy has advised Franshion Properties (China) Ltd on its RMB11 billion (US$1.5 billion) acquisition of the entire interest of China Jin Mao (Group) Co Ltd. Jin Mao Group currently holds a 100 per cent interest in the landmark Jinmao Tower, which houses the Grand Hyatt Shanghai, Ritz-Carlton Sanya, Westin Beijing, Chaoyang, JW Marriott, Shenzhen, two redevelopment projects in Lijiang, and a 60 per cent interest in the Hilton Sanya Resort & Spa.

Baker & McKenzie advised SJM Holdings Ltd as Hong Kong and US law counsel on its HK$3.85 billion / US$494 million global share offering. The principal business of SJM Holdings is carried on through Sociedade de Jogos de Macau SA, which is one of the six Concessionaries and Sub- Concessionaries permitted by the Macau Government to operate casino games in Macau.

Cleary Gottlieb has represented Credit Suisse Securities (USA) LLC as initial purchaser in a Rule 144A offering of US$54.5 million aggregate principal amount of Convertible Senior Notes due 2013 by China Sunergy Co Ltd. Cleary also advised Credit Suisse as the underwriter in a concurrent SEC-registered offering of 4,431,000 American Depositary Shares (ADS), which were issued pursuant to an ADS lending agreement between China Sunergy and an affiliate of Credit Suisse.

Clifford Chance Hong Kong office has advised the major shareholders of wind farm company Honiton Energy plc on Arcapita Bank and Tanti Group’s recent investment in the company. The major shareholders will retain a 10 percent stake in the new company, which will benefit from the capital and expertise of India’s Tanti Group, owner of wind turbine supplier Suzlon Energy, and Bahrain-based investment firm Arcapita.

Clifford Chance has advised CVC Asia Pacific on the conclusion of its recent investment in a Hong Kong-listed company. CVC acquired a 35 percent stake by way of subscription for new shares in Hung Hing Printing Group, a printing and production house headquartered in Hong Kong.

Drew & Napier LLC is acting for SNP Corporation Ltd in the proposed acquisition by Toppan Printing Co Ltd. Toppan is making a voluntary cash offer to acquire all the issued ordinary shares of SNP at S$1.76 per share. Based on 118,254,448 issued shares, the acquisition is valued at S$208 million.

Herbert Smith has advised Huabao International on the acquisition of Wealthy King Investments Ltd from Longkey Ltd of approximately HK$870 million (US$112 million).

Hunton & Williams has represented BP Overseas Development Co Ltd, a subsidiary of Banpu Public Co Ltd, in a US$420 million acquisition of an additional 78.4 percent equity interest in Asian-American Coal Inc.

Jones Day advised the underwriters, Kotak Mahindra, IDFC-SSKI, Morgan Stanley, Lehman Brothers, Edelweiss Capital and Axis Bank in an INR8.3 billion (US$195 million) initial public offering in India and concurrent Rule 144A and Regulation S offerings by KSK Energy Ventures Ltd.

Paul, Hastings, Janofsky & Walker LLP has represented Japan Bank of International Cooperation and a group of commercial lenders led by the Bank of Tokyo Mitsubishi UFJ Ltd, as lead arranger, in their successful US$1.5 billion financing for the Pluto LNG Development Project sponsored by Woodside Petroleum Ltd.

Paul, Hastings, Janofsky & Walker has advised Warburg Pincus on its RMB530 million investment in Beijing Tianyu, a mobile phone manufacturer in the PRC.

Shearman & Sterling LLP represented the underwriters led by Deutsche Bank in connection with the US$494 million (HK$3.85 billion) global offering, including the initial public offering and listing on the Hong Kong Stock Exchange of SJM Holdings Ltd, the largest casino operator in Macau.

Slaughter and May advised on the initial public offering and listing of SinoMedia Holding Ltd on the main board of the Hong Kong Stock Exchange. The firm acted as Hong Kong legal counsel to the joint global coordinators, joint bookrunners, joint sponsors and joint lead managers Morgan Stanley Asia Ltd and Cazenove Asia Ltd.

The Singapore and Bangkok offices of Watson, Farley & Williams LLP have advised Precious Shipping in relation to the raising of just under US$400 million in bank loans to fund its new building programme. The Thai-listed handysize dry bulk specialist had arranged credit facilities of US$398.4 million with DnB Nor Bank in Singapore, Kasikornbank and a number of other international banks.

Zul Rafique and partners has advised Subang Skypark Sdn Bhd in its plan to transform Terminal 3 of the Subang airport into an ultra-modern general and corporate aviation hub. This project, valued at RM300 million, is part of the Malaysian International Aerospace Centre project.

Deals – 24 July 2008

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Clifford Chance Hong Kong office has advised the Wu Jieh Yee Co Ltd on the joint auction sale of the Wu family’s controlling stake in Wing Lung Bank. The purchaser was China Merchants Bank. Wing Lung Bank is valued at approximately US$4.66 billion or 3.1 times book value. The consideration was approximately US$1.3 billion.

Clyde & Co LLP has advised the Yemen Gulf of Aden Port Corp on a significant joint venture with Dubai Port World (DP World). The joint venture to operate, manage and develop the container terminal facilities at the Port of Aden includes the lease of both Aden Container Terminal and of nearby Ma’alla Container Terminal, and a commitment by the joint venture to make an initial investment of US$200 million in further developing the port.

Hadiputranto, Hadinoto & Partners represented PT Adaro Energy Tbk in its US$1.3 billion IPO. In Rupiah terms, this was Indonesia’s largest ever IPO, and Asia’s third largest IPO this year outside of Japan. The majority of the funds raised will be used to acquire stakes in remaining shares of subsidiaries.

Hadiputranto, Hadinoto & Partners represented PT Medco Energi Internasional Tbk in the divestment of US$340 million of Medco’s shares in Apexindo.

Rajah & Tann LLP acted as counsel to Fraser and Neave Ltd and Frasers India (I) Pte Ltd which entered into an agreement with Kotak India Real Estate Fund-I and KS Realty Constructions Private Ltd to acquire 74 percent shareholding interest in KS Realty.

Rajah & Tann LLP acted as counsel to Zhong Nan Holdings Ltd (the offeror) in the delisting of Midsouth Holdings Ltd (MS) from the official list of the Singapore Exchange Securities Trading Ltd pursuant to an exit offer by the offeror to the shareholders of MS. The deal value was approximately S$66 million.

Slaughter and May advised Fubon Bank (Hong Kong) Ltd on the updating of its US$1 billion Euro Medium Term Note Programme. Notes issued under the Programme may be listed on the Hong Kong Stock Exchange.

Slaughter and May acted as Hong Kong legal adviser to United Energy Group Ltd in relation to its acquisition of a substantial interest in Transmeridian Exploration Inc valued at approximately US$212 million.

Deals – 31 July 2008

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Gilbert + Tobin advised US timber giant Weyerhaeuser Co on the A$500 million sale of its Australian timber manufacturing and distribution businesses to a subsidiary of New Zealand company Carter Holt Harvey Ltd.

JSM has represented the Macau Special Administrative Region as appointed counsel on their recovery of corrupt proceeds and assets received by their former Secretary for Transport and Public Works, Ao Man Long. Earlier in the year, Ao was convicted by the Macau Court of Final Appeal on offences of corruption and money laundering and was sentenced to 27 years of imprisonment and a fine together with a confiscation/restitution order made against all his assets totalling approximately HK$245,472,702.00.

Latham & Watkins has advised Canadian Solar in its follow-on offering on the NASDAQ. The company has granted the underwriters a 30-day option to purchase up to an additional 525,000 shares, solely to cover over allotments.

Latham & Watkins has advised China Sunergy in its concurrent offerings of US$54.5 million of convertible senior notes and 4,431,000 borrowed American depositary shares, which were borrowed by Credit Suisse Securities, the bookrunner of the notes offering.

Latham & Watkins has advised Trina Solar Ltd in its concurrent offerings of US$138 million of Convertible Senior Notes and 4,073,194 Borrowed American Depositary Shares.The notes sold include US$18 million aggregate principal amount of notes issued due to the underwriters’ exercise in full of their over-allotment option.

Lovells has advised the joint lead managers – Badr Al Islami, Mashreqbank psc, Dubai Islamic Bank PJSC, Standard Chartered Bank, Emirates Islamic Bank PJSC and United Bank Ltd – on AED1,100,000,000 Sukuk (Islamic bonds) issued for Tamweel PJSC. The Sukuk are rated A3 by Moody’s Investor Services Inc and A by Fitch Ratings Ltd and will be listed on the Dubai International Financial Exchange.

Majmudar & Co acted as Indian legal counsel to GTECH Global Services Corp Ltd in its recent acquisition of the Hyderabad-headquartered software development services company, Springboard Technologies Private Ltd. The firm assisted GTECH in deal structuring and finalizing the transaction documents to acquire 90 percent of Springboard’s shares. They also advised GTECH on corporate, foreign exchange, tax, employment, intellectual property, and other Indian law aspects of the transaction.

Majmudar & Co acted as Indian legal counsel to the issuer, Gokul Refoils & Solvent Ltd, India, in its recent public issue of 7,158,392 equity shares. The issue constitutes 27.14 percent of the fully diluted post-issue equity capital of the company.

Nishith Desai Associates acted as legal and tax counsel to Monsoon India Infrastructure Direct II Ltd in its joint venture with Ganesh Housing Corporation Ltd, a listed real estate company in Ahmedabad. Monsoon shall invest US$31.25 million to acquire 25.1 percent of the joint venture entity, Ganesh Infrastructure (India) Private Ltd.

Rajah & Tann LLP acted as counsel to Raiffeisen Zentralbank Oesterreich AG, Singapore Branch (RZB) in banking facilities (worth approximately US$107million) granted by RZB to Citra Group Pte Ltd as standby buyer to acquire shares in PT Citra Kebun Raya Agri Tbk. The shares were acquired in connection with a rights issue to finance the acquisition of an Indonesian group of companies involved in agricultural and bio-diesel industries.

White & Case, together with Venture Law in Singapore, acted for Alpha Investment Partners LTD in its Alpha Asia Macro Trends Fund. The Alpha Asia Macro Trends Fund raised a total of $US1.2 billion from 15 institutional investors. The fund will target real estate in Singapore, Japan, Taiwan, South Korea and Hong Kong, and the emerging markets of China, India and Vietnam.

Deals – 16 October 2008

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Baker & McKenzie has acted on one of the largest ever placements in Australia, representing Credit Suisse, Citi, JP Morgan and CommSec as placement agents appointed to advise Commonwealth Bank of Australia on its A$2 billion equity fundraising to acquire Bank of Western Australia Ltd and St Andrews Australia Pty Ltd from HBOS. The team was led by corporate partner Ashley Poke working with partners Craig Andrade, Frank Castiglia and Andrew Reilly.

Baker & McKenzie recently advised Monster Worldwide Inc on its acquisition of ChinaHR. Monster paid US$174 million for the remaining 55 percent stake in ChinaHR. They had previously acquired 45 percent of ChinaHR and made other loans to the company, for a total of US$95 million. The team was led by Shanghai-based partner Howard Wu.

Clayton Utz has advised private equity fund Gresham Private Equity on the A$165 million sale of disposable absorbent product manufacturer Australian Pacific Paper Products to listed Japanese company Unicharm. The sale followed a competitive auction, with the firm advising Gresham on all aspects of the transaction. The lead partner on the deal was Grant Koch.

Clayton Utz has advised leading Australasian integrated energy company Origin Energy on its signing of a A$9.6 billion deal with US liquefied natural gas operator ConocoPhillips to jointly develop Origin’s vast coal seam resources in Queensland. Corporate and M&A partners Andrew Smith, Graham Taylor and Emma Covacevich helped negotiate the deal, including advising on the deal structure, undertaking due diligence on the assets, preparation of the sale documents and negotiations with the preferred bidders. Concurrently, Corporate & M&A partners Rod Halstead, Jonathan Algar, Karen Evans-Cullen and David Landy advised Origin on their defence of a hostile takeover bid by BG.

DLA Phillips Fox has advised Retail Employees Superannuation Pty Ltd on its acquisition of a one-third partnership interest in the SEA Gas Pipeline System, a high pressure natural gas transmission pipeline between Iona in Victoria and Adelaide. The firm carried out legal due diligence and negotiated the share purchase agreement. Partner Dr Gerry Bean led the deal team which also comprised partners Monique Stella (banking and finance), John Goulios (insurance) and Rick Catanzaritti (employment).

DLA Piper Hong Kong has advised Avex Group (Japan) in its joint financing project of a US$50 million film fund for Asia, the PAMIEM. The transaction represents a significant contribution to increase the competitiveness of the film industry in Asia and a rare major collaboration between two media giants from Japan and Hong Kong in furthering their efforts to increase production of Asian films.

Hwang Mok Park PC advised Korean fishery company Dongwon Enterprise Co Ltd on the cross-border acquisition and financing of Dongwon’s US$360 million acquisition of US tuna brand StarKist from Del Monte Foods. Transaction finance was supplied by a syndicate of Korean and international banks arranged by Korea’s Hana Bank, and the closing took place at the beginning of October, in the teeth of the global credit crunch. The team was led by corporate and securities partner Doil Son.

KhattarWong has advised SMRT Corp Ltd on its acquisition of 49 percent equity interest in Shenzhen Zona Transportation Group Co Ltd, a company incorporated in the PRC. The aggregate purchase consideration for the equity interest was RMB430 million. Managing partner Tan Chong Huat, along with international China practice co-head Lin Song advised SMRT on this transaction.

Kim & Chang has advised the E-Land Group on their sale of Homever, the fourth largest hypermarket chain in Korea, for a total of ₩2.3 trillion (US$2.2 billion), including debt. The transaction represents one of the largest M&A deals in Korea this year. The firm advised E Land in all aspects of the transaction, including structuring, regulatory and tax matters, as well as negotiated and drafted the transaction documents. Kyung-Tae Kim led the firm’s advisory team.

Kim & Chang successfully defended Samsung Tesco in the review conducted by the Korea Fair Trade Commission (KFTC) on its acquisition of the E-Land Group. The firm developed various economic and legal arguments to persuade the KFTC to order behavioural remedies rather than divestments as a condition of the merger. Chang-Sik Hwang and Sung-Joo Yoon led the advisory team.

Minter Ellison has advised Winnington Capital Ltd on its acquisition of a stake in Rightchina Ltd from Score High Ltd, a subsidiary of Hong Kong-listed real estate development company, Shui On Land Ltd. The transaction was valued at a total of US$272 million, and involved the acquisition of a 25 percent stake in Rightchina for RMB1,021 million (US$136 million) together with an irrevocable call option for a further 25 per cent equity interest at an exercise price of RMB1,021 million (US$136 million).

Minter Ellison has also advised Winnington Capital Ltd on its acquisition of 49 percent of the shares in Foresight Profits Ltd from Shui On (Development) Holdings Ltd. The US$324 million deal involved the acquisition of a 25 percent interest in Foresight Profits Ltd for RMB1.13 billion (US$162 million) together with an irrevocable call option for a further 24 per cent equity interest at an exercise price of RMB1.13 billion (US$162 million).

Shearman & Sterling advised the mandated lead arrangers, KfW, SMBC, Standard Chartered Bank, Bank of Tokyo-Mitsubishi, Calyon, Fortis and KBC on the dual-currency financing of the US$460 million dollar tranche of the Gheco-One independent power project in Thailand. The firm also advised local Thai banks, Bank of Ayudhya and Kasikornbank, as additional mandated lead arrangers for the transaction valued at THB9.9 billion (US$288 million). Bill McCormack, partner and head of the Asia project development and finance group, led the transaction team.

Skadden, Arps, Slate, Meagher & Flom LLP has represented Nomura Holdings Inc in its agreement with certain subsidiaries of Lehman Brothers Holdings Inc to acquire all the share capital of Lehman Brothers Services India Private Ltd, Lehman Brothers Financial Services (India) Private Ltd and Lehman Brothers Structured Finance Services Private Ltd. The purchase price was undisclosed. The team on the acquisition included in Hong Kong, corporate partner Jonathan Stone, and in New York, corporate restructuring partner Jay Goffman, and M&A partners Lou Kling and Howard Ellin.

Watson, Farley & Williams has advised MISC Capital in relation a US$1 billion transferable syndicated loan facility with the Bank of Tokyo-Mitsubishi UFJ, BNP Paribas, Mizuho Corporate Bank, OCBC (Malaysia) and Sumitomo Mitsui Banking Corp. The team was led by Christopher Lowe, partner and head of the Singapore international finance group.

Deals – 1 November 2007

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Clifford Chance has advised FirstRand Bank Limited on its investment in Fudosan Alpha Fund (Offshore), which makes investments in Japan real property and real estate-related securities of Japanese issuers.

Fried, Frank, Harris, Shriver & Jacobson LLP (in association with Huen Wong & Co) has represented Citigroup Global Markets Asia Limited, who acted as the placing agent in connection with the HK$1.5 billion private placement of Hutchison Telecommunications International Ltd by the Egyptian-listed company Orascom Telecom Holding.

Fried, Frank, Harris, Shriver & Jacobson LLP (in association with Huen Wong & Co) has represented Green Dragon Gas Limited (Green Dragon) on its issuance of a US$45 million zero percent convertible notes due in 2012. Green Dragon is an upstream gas production company exclusively focused on developing environmentally-friendly coal bed methane in China. This is the second convertible bond issued by Green Dragon in 2007, following its similar capital raising in May.

Johnson Stokes & Master is advising Warner Brothers Entertainment Company on the Hong Kong elements of the new Batman movie, which will be filmed in Hong Kong in November of 2007.

Latham & Watkins has represented a syndicate of investment banks, including DSP Merrill Lynch, JM Financial Consultants Private Limited, Kotak Mahindra Capital Company Limited, JM Financial Services Private Limited, Kotak Securities Limited and Morgan Stanley India Company Private Limited, as underwriters to Maytas Infra Limited, in their US$83 million initial public offering of 8.85 million shares on the Bombay (BSE) and National (NSE) stock exchanges. The offering included a 144A and Regulation S offering.

Linklaters has advised Industrial and Commercial Bank of China (ICBC) on its partnership with Standard Bank Group Limited (Standard Bank), which involves the proposed acquisition by ICBC of a 20 percent stake in Standard Bank. The R36.7 billion (US$5.5 billion) transaction will allow ICBC and Standard Bank to capitalise on trade and investment flows between China and Africa. The acquisition involves an interconditional arrangement in respect of half of the stake to be acquired, and a subscription for new shares in respect of the remainder. ICBC and Standard Bank have agreed to provide a framework for strategic cooperation in Africa, China and other countries (upon completion of the acquisition).

O’Melveny & Myers has represented Goldman Sachs and Deutsche Bank as joint bookrunners in the US$182.6 million initial public offering of Longtop Financial Technologies Limited (Longtop) on the New York Stock Exchange. Longtop and selling shareholders sold 10,434,500 American depositary shares (ADSs) at US$17.5 per share. The ADSs, each representing one ordinary share of Longtop, began trading on October 24, 2007. Longtop and shareholders have granted the underwriters a 30-day option to purchase up to an additional 1,565,175 ordinary shares to cover overallotments. The shares will trade on the New York Stock Exchange under the trading symbol LFT. Longtop is a software developer and information technology services provider.

Sidley Austin has represented Bank of China Limited, one of China’s four largest commercial banks, in its three billion renminbi bond offering. The bond offering consisted of two tranches: A retail public offering in Hong Kong of 1.5 billion renminbi 3.15 percent bonds due in 2009 and 3.35 percent bonds due in 2010; and a Regulation S placement of 1.5 billion renminbi 3.15 percent bonds due in 2009 and 3.35 percent bonds due in 2010. The firm participated in the renminbi bond offerings by all three PRC banks scheduled for this year: Five billion renminbi by China Development Bank; two billion renminbi by the Export-Import Bank of China; and three billion renminbi by Bank of China Limited.

Sidley Austin has acted for Hong Long Holdings Limited with respect to its issuance of US$90 million 12.5 percent senior notes due in 2012 and warrants for up to 81,000,000 shares. Hong Long is principally engaged in the development of residential and commercial properties in Guangdong Province in the PRC. In early 2007 the firm represented the global coordinator in Hong Long’s initial public offering and listing on the main board of the Hong Kong Stock Exchange. The transaction represents the third senior-notes issuance with high yield covenants handled by the firm’s Hong Kong office in the last six months.

WongPartnership has advised Allgreen Properties Limited in its tender for a site situated in the PRC’s Hi-Tech Industrial Development Zone in Chengdu for about US$139.3 million.

WongPartnership has represented Banyan Tree Holdings Limited (BTHL) in the establishment of its US$247.3 million multicurrency medium term note programme. BTHL is a Singapore-incorporated company listed on the main board of the SGX-ST, which has various businesses in the hospitality, travel and leisure industries.

WongPartnership has acted for Macquarie Securities (Asia) Pte Limited as issue manager in the initial public offering of Mermaid Maritime Public Company Limited, including an international placement under Regulation S, which raised gross proceeds of approximately US$149.79 million.

Deals – 9 October 2008

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Clifford Chance has advised Barclays Bank PLC on the proposed acquisition of PT Bank Akita, a small, privately-owned bank in Indonesia. The transaction is expected to complete in early 2009, after receipt of appropriate regulatory approvals. Lee Taylor, partner in the Singapore corporate group, advised on the transaction.

Dechert LLP advised Scandinavian telecoms giant TeliaSonera on its acquisition of controlling interests in two Asian mobile operators, Spice Nepal Private Ltd of Nepal and Cambodia’s Applifone Co Ltd. The team advising TeliaSonera was led by corporate partner Joseph Aragonés.

KhattarWong has advised SMRT Corp Ltd on its acquisition of 49 percent equity interest in Shenzhen Zona Transportation Group Co Ltd, a company incorporated in the PRC. The aggregate purchase consideration for the equity interest is 430 million renminbi. Managing partner Tan Chong Huat, along with partner Lin Lei advised SMRT on this transaction.

Kim & Chang has advised KOMARF and other arrangers for the financing of the purchase price of two bulk carriers. DVB Group Merchant Bank, as senior lender, agreed to extend US$140 million and a junior loan in the amount of ₩43 billion was raised through a ship investment company in Korea. Hi-Sun Yoon acted as lead partner in the transaction.

Milbank, Tweed, Hadley & McCloy LLP has advised The Bank of Tokyo-Mitsubishi UFJ Ltd and Mizuho Corporate Bank Ltd as mandated lead arrangers, and Union Bank of California NA as offshore security agent in the US$250 million refinancing of a working capital facility for PT Smelting, which operates Indonesia’s first copper smelter and refinery at Gresik, East Java. David Impastato, a New York-based partner, led on the deal.

Rajah & Tann LLP acted as counsel to PT Indofood Sukses Makmur Tbk in the proposed acquisition by PT Indofood Sukses Makmur Tbk of the entire issued share capital of Drayton Pte Ltd. The total consideration for the sale shares was US$249.5 million and US$100.5 million for the assignment of the shareholders’ loan. Partner Cynthia Gohb led the transaction.

Vinson & Elkins has advised Sinopec International Petroleum (SIPC), the international trading arm of Chinese energy giant Sinopec Corp, in connection with SIPC’s cash offer worth $1.9 billion for Toronto-listed Tanganyika Oil. If consummated, the acquisition would be one of the largest takeovers by a Chinese acquirer of a North American-listed public company. The team was lead by partners Paul Deemer and Xiao Yong.

Watson, Farley & Williams LLP’s Singapore team acted for BW Bulk UK Co Ltd in connection with a UK leasing arranged by Calyon Credit Agricole and a debt financing facility extended by a syndicate of lenders arranged in relation to the acquisition of four 388,000 DWT VLOC new buildings presently being built by China Shipbuilding & Offshore International Co Ltd and Bohai Shipbuilding Heavy Industry Co Ltd in the PRC. This structured transaction involved several jurisdictions and related legal issues including PRC, UK, Panama, Brazil, Bermuda, France, Norway, Singapore and Hong Kong. Finance partner Madeline Leong led the transaction, assisted by partner Christopher Comyn from the firm’s London tax team.

Deals – 13 March 2008

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Allen & Overy has advised the Republic of the Philippines on its issuance of debt exchange warrants. The warrants entitle holders to exchange US$2.0 billion of certain of the Philippines’ dollar or euro-denominated bonds maturing before January 18, 2017 into peso-denominated Treasury bonds in the event of a default by the Republic. The sale was conducted through a Dutch auction.

Amarchand Mangaldas acted for Reliance Power Ltd in relation to its recently concluded initial public offering of Rs. 115,632 million (approximately US$3 billion). This was the largest ever Indian public offering and created unprecedented demand among investors. Reliance Power was a dormant company and had no business till very recently prior to the IPO.

Amarchand & Mangaldas acted for Thomas Cook UK (Thomas Cook) in relation to its recently executed acquisition of up to 74.9 percent of the issued share capital in Thomas Cook India Ltd (TCIL) from Dubai Financial Group LLC (DFG). This gives Thomas Cook control of the company by way of a private acquisition of 54.4 percent and an open offer for 20 percent with an additional 7.8 percent being bought from DFG by Thomas Cook subject to the number of shares tendered in the open offer. As a result of this transaction Thomas Cook will acquire between 61.8 percent and 74.9 percent of TCIL’s share capital.

Amarchand & Mangaldas represented The Walt Disney Company (Southeast Asia) Pte. Ltd. (TWDC) in its investment of approximately US$200 million into UTV Software Communications Ltd (UTV), a listed Indian company. As a result of the investment, TWDC’s stake in UTV will go up from 13.7 percent to 32.1 percent on a fully diluted share capital basis. At the same time TWDC also invested in UTV Global Broadcasting Ltd with UTV by acquiring a 15 percent stake for US$30 million.

Baker & McKenzie advised China Railway Construction Corporation Ltd (CRCC), as Hong Kong and US law counsel, on its HK$18.3 billion / US$2.3 billion (before exercise of the over-allotment option) H-share offering. The H-shares commenced trading on the Hong Kong Stock Exchange on 13 March 2008. CRCC is the largest provider of highway construction services in China, with a particular focus on freeways, bridges and tunnels.

Cleary Gottlieb represented Credit Suisse as the warrant manager in a Regulation S offering by the Republic of the Philippines of two million debt exchange warrants, which permit the exchange of US$2 billion of bonds. The warrants entitle the holders to exchange specified series of the Republic’s outstanding U.S. dollar- and euro-denominated bonds for a series of Philippine domestic bonds denominated in Philippine pesos, in the event of a default on those foreign-currency bonds. The offering was sold to international as well as Philippine investors, primarily Philippine banks.

Clifford Chance has advised ABN Amro Special Situations Group, Citadel and Polygon on their joint equity and convertible bond investment in Jayant Oils & Derivatives Ltd for US$50 million.

Clifford Chance has advised Dubai Investment Group in its SG$14.5 million pre-IPO investment in Debao Property Development Co. Ltd., a real estate development company in Guangzhou.

Clifford Chance acted for Kerry Media Ltd on the mandatory offer for the shares of the company.

Clifford Chance has advised NCB Capital Company, Riyad Bank and Morgan Stanley Saudi Arabia on the rights issue by Saudi International Petrochemical Company (SIPChem). The rights issue structure is being adopted for the first time and allows qualifying shareholders to bid for additional shares at predetermined prices in excess of the issue price. The rights issue is expected to raise between US$533 million to US$1.01 billion depending on the levels of bids received.

Clifford Chance acted for Permira on its acquisition of Arysta LifeScience Corp. for an enterprise value of about US$2.2 billion. Arysta manufactures farm chemicals such as insecticides, provides crop protection and develops pharmaceutical additives and veterinary medicines. This is the first acquisition for Permira in Japan.

JSM advised Shui On Land Ltd on its successful bid for land use rights of a land located in the city centre of Foshan, PRC at a price of RMB 7,510 million. The project in relation to the said land will be a large scale city centre redevelopment project for Foshan with a comprehensive mixed use community comprising approximately 1.5 million square metres gross floor area of office, retail, hotel, cultural facilities and residential property and a ‘Foshan Tiandi’, a restoration project similar to the Shanghai Xintiandi.

Minter Ellison advised Qantas Airways on the reverse takeover of its Qantas Holidays and Qantas Business Travel businesses into listed travel group Jetset Travelworld Ltd in exchange for a controlling equity stake. On completion of the transaction, Qantas will hold 58 percent of Jetset and will appoint a majority of directors to the Jetset board. Jetset will become a subsidiary of Qantas but remain listed on the ASX under the Jetset name.

Paul, Hastings, Janofsky & Walker LLP has advised YIHE Real Estate Holdings Ltd (the Company) and Leading Peak Enterprises Ltd on the issuance of US$100 million secured convertible bonds and US$30 million exchangeable bonds to Goldman Sachs and CITIC Capital, respectively. YIHE Real Estate Holdings Ltd owns various offshore and onshore entities, which in turn hold various real estate properties in Guangzhou and other areas in the PRC.

WongPartnership LLP acted for CapitaLand Ltd in the issue of US$0.94 billion 3.125 percent convertible bonds. The Bonds are convertible into ordinary shares of the Company. This is the largest convertible bonds issuance in Singapore to date.

WongPartnership LLP acted for Invida Pharmaceutical Holdings Pte. Ltd. in it’s acquisition of the Asia-Pacific operations of Valeant Pharmaceuticals International, including the current licensing rights and commercial operations for pharmaceutical products currently marketed by Valeant Pharmaceuticals International in 12 Asian markets.

Deals – 6 March 2008

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Baker & McKenzie represented Xinyuan Real Estate Co., Ltd., on its successful US$282 million initial public offering and New York Stock Exchange listing. The listing makes Xinyuan the first China property developer to be listed in the United States; introducing China’s fast-growth property sector directly to U.S. investors for the first time.

Gide Loyrette Nouel A.A.R.P.I’s Vietnam offices represented SSI the seller and majority shareholder in Proconco, a Vietnamese joint venture company, in negotiating, structuring and closing the transfer of all SSI’s interests. This transaction, involving multiple jurisdictions and requiring fine-tuned fiscal structuring, was valued at € 30 million.

Maples and Calder have provided Cayman Islands legal advice to Asia Alternative Asset Partners (Caymans) Ltd (the Company), Triple A Partners’ new fund seeding platform, on its successful first closing. The Company plans to hold a second closing to raise up to an additional US$200 million in the second half of this year. The Company, through its subsidiaries, will provide start-up working capital to the managers of Asia domiciled or Asian focused investment funds in return for a minority equity interest in their company.

Maples and Calder provided Cayman Islands advice to Vision Investment Management Ltd (Vision), in relation to the proposed investment worth over HK$700 million (US$90 million) by IFIL Group (IFIL). by way of a 5-year mandatory convertible bond. IFIL will invest in Vision through a five year mandatory convertible bond which, upon conversion in 2013, will see IFIL take a 40 percent interest in Vision.

Milbank, Tweed, Hadley & McCloy LLP, in conjunction with Japanese law firm Nagashima Ohno Tsunematsu, has advised Japanese lender NIS Group (NIS) on its strategic alliance with, and US$288 million investment in, NIS Group by U.S. private equity firm TPG. In addition to an investment at the parent company level, TPG-managed funds also acquired a stake in NIS’s Chinese leasing unit through a multi-tier restructuring of ownership interests.

Minter Ellison has advised Macquarie Private Capital Group (MPG) in the proposed take private of the group recently announced to the Australian market. Bear Stearns Private Equity Limited has agreed to acquire all the stapled securities in MPG. The cash offer of A$1.062 per security values MPG at A$115.5 million. MPG was listed in 2005 as a fund-of-funds and an avenue for retail investors to access private equity investments.

Paul, Weiss, Rifkind, Wharton & Garrison represented Motorola, Inc., in the acquisition of the assets related to digital cable set-top products of Zhejiang Dahua Group and Hangzhou Image Silicon (collectively, Dahua Digital).Dahua Digital is a privately held, developer, manufacturer, and marketer of cable set-tops and related low cost integrated circuits for the emerging Chinese cable business. Dahua Digital will be integrated into Motorola’s Home & Networks Mobility business.

WongPartnership LLP acted for OWW Capital Partners Pte Ltd in the acquisition of a minority stake in Bezurk Pte Ltd. This transaction is concurrent with the acquisition of a minority stake in Bezurk by News Digital Media, the digital media arm of Australia-based News Limited.