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Deals – 28 February 2008

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Baker & McKenzie advised Groupe DANONE S.A. in relation to its joint venture with Weight Watchers International, Inc (Weight Watchers) to establish a weight management business in China. The joint venture will be 51 percent owned by Weight Watchers and 49 percent owned by Groupe DANONE, and is expected to commence retail operations in China within the next year.

Dorsey & Whitney advised Sino Gold Mining Ltd (Sino Gold) on matters of Hong Kong law in an agreement to acquire an effective interest in an exploration licence covering the Eastern Dragon Lode Five gold deposit in Heilongjiang Province, PRC. The value of the acquisition was US$90 million.

Khaitan & Co. advised the underwriters, DSP Merrill Lynch Ltd, JM Financial Consultants Private Ltd, SSKI Corporate Finance Ltd, Enam Securities Private Ltd, SBI Capital Markets Ltd, Kotak Mahindra Capital Company Ltd and ICICI Securities Ltd for the public issue of Mundra Port and Special Economic Zone Limited, a significant container port in India in terms of container throughput for fiscal 2007. Khaitan & Co. advised as the domestic legal counsel to the underwriters for the issue which was oversubscribed by 115 times. The issue raised around US$450 million.

Mayer Brown JSM’s Vietnam office acted for GS Engineering & Construction, a Korean company listed on the Korean Stock Exchange, to receive the first Investment Certificate granted under the Build-Transfer structure, a special form of investment under the BOT regulations of Vietnam. The Build-transfer form is unique to Vietnam pursuant to which an investor commits to construct an infrastructure work and upon completion transfer the same to the Government. In return, the investor is given the right to carry out other projects to recover its investment in the infrastructure project and to make a return on the investment. This project is the first of this nature combining infrastructure with real estate that has been licensed to a foreign investor in Vietnam under the BOT regulations.

Milbank, Tweed, Hadley & McCloy LLP, represented the sellers and majority shareholders, PT Sigmantara Alfindo and Prime Horizon Pte Ltd. in negotiating, structuring and closing PT Carrefour Indonesia’s (Carrefour) acquisition of a 75 percent equity interest in Indonesian grocery retailer PT Alfa Retailindo Tbk (Alfa). Approximately 351 million shares were acquired in this transaction. Prime Horizon Pte Ltd. sold a 40 percent interest and PT Sigmantara Alfindo sold a 35 percent stake. The transaction was valued at US$71.3 million.

Orrick, Herrington & Sutcliffe LLP has advised COSCO Pacific Ltd, in the acquisition of a substantial interest in the Suez Canal Container Terminal (SCCT) from Danish shipping company A. P. Moller Maersk (APMM). SCCT is located at the northern entrance to the Suez Canal. SCCT, established under a 30-year concession to build, operate and manage the new terminal, is owned through an elaborate shareholding structure involving more than a dozen stakeholders, and managed by APMM. Phase I of the US$750 million project includes a quay of 1,200 meters housing 12 Super post Panamax ship-to-shore Gantry cranes and 36 yard cranes. Further expansion will enable the facility to handle more than five million twenty-foot equivalency units of throughput annually.

Orrick, Herrington & Sutcliffe LLP has advised Vision Investment Management Ltd (Vision), an Asia-based alternative investment management company, in a proposed investment worth over HK$700 million (US$90 million),by IFIL Group (IFIL). 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.

Paul, Weiss, Rifkind, Wharton & Garrison advised IFIL Group on their indirect investment in Vision Investment Management Limited (Vision), the holding company of a leading Asia-based alternative investment management group specializing in fund of funds management. The investment, in the form of a 5-year mandatory convertible bond of US$90 million, will on conversion entitle IFIL Group to 40 person of the equity capital of Vision.

Sullivan & Cromwell LLP represented the Goldman Sachs Developing Markets Real Estate Funds in the purchase of US$100 million of shares of Fantasia Holdings Group (the Company), representing a 12.9 percent equity interest in the Company’s capital on a fully diluted basis, and of approximately US$100 million of secured bonds issued by the Company. The Company is principally engaged in property sales, property agency and property management in Chengdu and Shenzhen, China.

Sullivan & Cromwell LLP represented the Goldman Sachs Developing Markets Real Estate Funds in the acquisition of US$100 million of secured convertible bonds of YIHE Real Estate Holdings Limited (the Company), and US$30 million secured exchangeable bonds of Leading Peak Enterprises Limited, a major shareholder of the Company. The Company is engaged in property sales and property management with a focus on building multi-purpose properties in China.

Sullivan & Cromwell LLP represented Goldman Sachs, through its Asia Convertibles and Credit Trading Group, together with Liberty Harbor Master Fund I, L.P., in a proprietary investment in 5 percent Secured Convertible Notes issued by China Water and Drinks Inc. In addition to negotiation and documentation of the sale and purchase of the securities, the terms of the secured convertible notes, registration rights and related matters, the transaction also involved the structuring of a complex PRC security package, which had to be carefully tailored in light of PRC law restrictions on the pledge of onshore assets to secure offshore debt obligations.

Sullivan & Cromwell LLP represented Whitehall Street Global Real Estate Limited Partnership 2007 in the acquisition of, and assumption of outstanding debt relating to, the Hitachi Tower, a Grade ‘A’ office and commercial development in Singapore. This was an all cash transaction, with an aggregate transaction value of approximately S$811 million, including the purchase of S$677.9 million of the shareholders’ loans. Simultaneously, the acquisition vehicle also entered into a loan facility agreement with Standard Charted Bank, as arranger, and Standard Charted Bank (Hong Kong) Limited, as facility agent, to partially finance the acquisition.

WongPartnership LLP acted for Parkway Holdings in its tender for the hospital site at the junction of Novena Terrace and Irrawaddy Road for US$0.88 billion. The land parcel is the first private hospital site made available by the government in 30 years.

WongPartnership LLP acted for Citibank N.A., Singapore Branch and DBS Bank Ltd. in the financing of up to US$99.26 million to Ascendas Property Fund Trustee Pte. Ltd. (in its capacity as Trustee-Manager for Ascendas India Trust) (a-iTrust) for the financing of certain construction projects and acquisitions in India and working capital requirements of a-iTrust, Singapore’s first listed Indian property business trust.

WongPartnership LLP acted for the purchaser of the entire share capital of Savu Investments Ltd, owner of Hitachi Tower, Singapore, from Malachite Land Pte Ltd (a wholly owned subsidiary of CapitaLand Limited) and the National University of Singapore as the vendors, in relation to the sale and purchase of shares as well as in relation to the acquisition financing relating to the purchase.

Deals – 26 April 2007

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Baker & McKenzie has advised Chinese conglomerate Beijing Enterprises Holdings Limited on its acquisition of Beijing Gas Group (BVI) Co Ltd from Beijing Enterprises Group Limited, which is wholly-owned by the Beijing municipal government, for HK$11.6 billion. The Sale and Purchase Agreement was signed on April 10, 2007. Completion is scheduled to take place on June 30, 2007.

Baker & McKenzie has advised Calyon Financial Hong Kong Ltd on its joint venture with CITIC East China (Group) Corp Ltd to form a new futures brokerage entity, established under the Closer Economic Partnership Arrangement. The joint venture is subject to regulatory approvals from China Securities Regulatory Commission and other relevant bodies. Upon approval, the joint venture may become the first futures brokerage in Shanghai and second futures brokerage in China that is jointly owned by a Chinese firm and a Hong Kong brokerage firm. Calyon Financial is part of the Credit Agricole Group and is a leading global futures brokerage firm.

Baker & McKenzie has advised K-Power Co Ltd in its refinancing of the KRW 440 billion original project financing closed in January 2005. The facility size was increased to KRW 500 billion. The refinancing was arranged by The Korea Development Bank and participated by more than ten financial institutions. K-Power Co Ltd is a joint venture between SK Corp and BP plc and is the first merchant power plant in Korea.

Baker & McKenzie has assisted MacarthurCook, one of Australia’s emerging international real estate investment managers, on the successful acquisition of 12 Singapore industrial properties for S$316.2 million (US$208 million). The properties formed the initial portfolio of the MacarthurCook Industrial REIT (MI-REIT), which commenced trading on the Main Board of Singapore Exchange Securities Trading Limited (the SGX-ST) yesterday. It is intended that more industrial properties will be acquired in Asia for the MI-REIT.

Baker & McKenzie has advised Publicis Groupe on its acquisition of a majority stake in Chengdu-based Yong Yang, a leader in field force logistics, retail and promotional marketing. The transaction is subject to Chinese regulatory approvals. Publicis Groupe is the world’s fourth largest communications group, as well as the world’s second largest media counsel and buying group.

Baker & McKenzie has advised SK E&S Co Ltd in its joint venture with China Gas Holdings Limited to pursue piped, compressed and liquefied natural gas and other energy projects in the PRC and other areas. The joint venture, in which SK E&S Co Ltd will hold a 50 percent interest, will start with the initial investment of US$20 million. SK E&S Co Ltd has the largest city gas network in Korea and is a 51 percent subsidiary of SK Corp, the largest oil refinery in Korea.

Baker & McKenzie has acted for Vietcombank Fund Management, a joint venture between Vietnam’s largest State-owned bank, Vietcombank, and VCH, a Singaporean fund management company, in the establishment of Vietcombank Partners Fund 2, an investment fund targeting mainly pre-IPO Vietnamese companies. This fund differs from the others in the local market as it is locally managed, but incorporated off-shore, in the Cayman Islands as an exempted limited liability company. The fund closed with subscriptions of US$120.8 million, from an initial call for US$50 million in subscriptions. The foundation investors were DBS Private Equity and Dubai Investment Group. The other investors are ING Asia Private Bank, DBS Private Banking, and Nomura.

Cleary Gottlieb has acted for KT Corporation in its Regulation S offering of US$200 million, 5.125 percent notes due 2012. The offering closed April 23, 2007. KT Corporation is the leading telecommunications service provider in Korea. Its integrated services include fixed-line telephone, broadband Internet and mobile telecommunications services. Citigroup and Goldman Sachs International were joint lead managers and joint bookrunners for the offering of the notes, which were listed on the Singapore Stock Exchange.

Gide Loyrette Nouel has advised the French automotive components manufacturer Plastic Omnium in setting up a joint venture company together with the Sino-American automotive components manufacturer Yanfeng Visteon (joint venture company between Visteon Corporation and Shanghai Automotive Industrial (SAIC)). The new company, to be jointly controlled by Plastic Omnium and Yanfeng Visteon, will consolidate the exterior components businesses of the Chinese partner. It will start up operations late in first-half 2007, supplying several customers from two production facilities in Anting and Chongqing and will employ approximately 500 people.

Herbert Smith has advised China Petroleum & Chemical Corporation (Sinopec), one of the largest integrated energy and chemical companies in China, on a HK$11.7 billion (US$1.5 billion) zero coupon convertible bond offering. This was the largest ever convertible bond offering in Asia (ex-Japan) and the largest convertible bond offering by a Chinese issuer. The offering of zero coupon bonds, with a seven year maturity, was launched on April 17, 2007 and closed on April 24, 2007. The conversion price was set at HK$10.76 per share subject to further adjustment. The bonds, which are convertible into new H shares, are listed on the Hong Kong Stock Exchange. The net proceeds of the issue will be used to refinance Sinopec’s existing foreign currency debts. The offering was jointly arranged by Lehman Brothers and Goldman Sachs.

Linklaters has advised Aseambankers, HSBC and UBS Investment Bank as Joint Lead Managers, and The Hongkong and Shanghai Banking Corporation Limited as International Trustee on the issuance of a US$300 million subordinated Sukuk by Malayan Banking Berhad (Maybank). The offering, which closed April 25, 2007, is structured so as to be Islamically compliant, making it the first lower tier two Sukuk issue of its kind. The issuer for the transaction is MBB Sukuk Inc, a special purpose vehicle incorporated in Labuan. The Sukuk was structured on a ten Non-Call five-year basis, and qualifies as Tier 2 capital. Proceeds will be utilized to fund Maybank Group’s Islamic banking operations and for general Islamic banking purposes.

Lovells has advised joint sponsors Morgan Stanley and UBS on the largest ever initial public offering by a Chinese real estate developer, Country Garden Holdings Company Limited, raising US$1.65 billion (pre-over-allotment option). The offer comprised a Hong Kong public offer and international placing of 2.4 billion new shares, representing 15 percent of the enlarged issued share capital of Country Garden, and raised gross proceeds of US$1.65 billion. Full exercise of the over-allotment option will raise a further US$250 million. Country Garden is the second largest Hong Kong IPO so far in 2007. The Hong Kong public offer was 255 times over-subscribed allowing the deal to be priced at the top of the range. The subscription amount of US$42 billion makes the IPO the second most popular retail offering in Hong Kong on record. Country Garden is an integrated property developer specialising in the development of large-scale residential community projects in newly urbanised areas and suburban areas of large cities.

Skadden, Arps, Slate, Meagher & Flom has represented Citibank NA in its proposed acquisition of Bank of Overseas Chinese (BOOC), a commercial bank based in Taiwan. The acquisition, which is structured as a cash out merger under Taiwanese law, is subject to several conditions including BOOC shareholder approval, Taiwanese and US regulatory approvals and the agreement of 90 percent of BOOC employees to standard Citi employment terms. The merger is valued at US$426 million, subject to a pre-closing adjustment related to the total cost of buying out the existing employee benefits entitlements of BOOC employees. The transaction also involved the negotiation of a voting and proxy agreement with a shareholder group holding approximately 27 percent of BOOC.

Slaughter and May has acted for USI Holdings (USI) in relation to the voluntary conditional securities exchange offer by Cazenove on behalf of USI for Winsor Properties Holdings (Winsor). The offer values Winsor at approximately HK$3.324 billion. USI and Winsor are investment holding companies and are listed on the Hong Kong Stock Exchange.

Slaughter and May has advised Standard Chartered Bank (Hong Kong) Limited in relation to the issue of US$300 million Floating Rate Step-Up Dated Subordinated Notes due 2017 under its US$15 billion Debt Issuance Programme. The Notes were issued on April 12, 2007 and are listed on the Hong Kong Stock Exchange.

Deals – 3 May 2007

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Cleary Gottlieb has represented LG Philips LCD Co Ltd in a US$550 million Reg S offering of zero coupon convertible bonds due 2012. Morgan Stanley was the sole global coordinator and bookrunner for the transaction. The offering, including full exercise of the initial purchasers’ over-allotment option, closed today. The bonds are listed on the Singapore Stock Exchange, and are convertible into LG.Philips LCD’s common shares, which are listed on the Stock Market Division of the Korea Exchange. LG Philips LCD is a leading manufacturer and supplier of thin-film transistor liquid crystal display panels, formed in 1999 as a 50-50 joint venture between LG Electronics and Philips Electronics.

Drew & Napier has advised Mr Putra Masagung in the S$66 million sale of his 19 percent stake in Guthrie GTS Ltd to Alam Indah Bintan Pte Ltd, the bid company in the voluntary general offer for Guthrie GTS Ltd, an SGX-listed real estate management and development company. The voluntary conditional cash offer for Guthrie GTS Ltd is valued at approximately S$330 million. Drew & Napier also acted for Mr Masagung, in relation to the general offer, in his capacity as shareholder holding almost 50 percent of the bid company, which now has majority control of Guthrie GTS Ltd. The bid company, a joint venture investment holding company of Mr Masagung and the Salim Group, will be renamed GA 1821 Pte Ltd. The Salim group is one of the largest conglomerates in Asia with interests spanning across industries including food and consumer products, agribusiness, banking and financial services, construction materials as well as property development and leisure.

Freshfields Bruckhaus Deringer has advised on the IPO and Hong Kong Stock Exchange listing by China CITIC Bank Corporation (CITIC Bank) which completed today. This is the second ever simultaneous A+H listing, following the debut of Industrial and Commercial Bank of China (ICBC) on the Hong Kong and Shanghai stock exchanges on October 27, 2006. The retail portion of the global offering was more than 220 times over-subscribed while the institutional portion was also very significantly over-subscribed. Total proceeds from the IPO was US$5.4 billion and will exceed US$6.2 billion if the over-allotment option is exercised in full. Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to the underwriters China International Capital Corporation (CICC), CITIC Securities, Citigroup, HSBC and Lehman Brothers. CITIC Bank is the eighth largest lender in China and had 446 branches across the country as of the end of December 2006.

Freshfields Bruckhaus Deringer has acted for Lehman Brothers, Goldman Sachs, UBS and the other managers in connection with the record-breaking HK$11.7 billion (US$1.5 billion) convertible bond issue by China Petroleum and Chemical Corporation (Sinopec) which launched on April 18, 2007. The Hong Kong dollar denominated bonds have a seven year maturity and pay no coupon, but can be put back to the company after four years for a 2.75 percent yield. Lehman Brothers was the sole global coordinator and acted as joint bookrunner with Goldman Sachs.

Hadiputranto, Hadinoto & Partners has represented Lehman Brothers in a US$100 million loan financing to PT Bhakti Investama Tbk to be converted into US$100 million in Convertible Bonds. Baker & McKenzie.Wong & Leow, Singapore, acted as International Counsel. This loan facility will be converted into Convertible Bonds that will be issued by PT Bhakti Investama Tbk (Bhakti) through a Rights Issue. Under the regulations, the shareholders of Bhakti were initially entitled to the Convertible Bonds. To allow the loan facility to be converted into Convertible Bonds during the trading period, the shareholders and Bhakti will ensure that the Convertible Bond rights, being the shareholders’ entitlement, are transferred to Lehman Brothers through the stock exchange.

Hadiputranto, Hadinoto & Partners has represented Maxis Communications Berhad in the acquisition by its subsidiary, Althem BV, of a 44 percent interest in PT Natrindo Seluler from Penta Investments Limited (an affiliate of the Lippo Group) for an acquisition price of US$123.9 million together with put and call options for the acquisition of a further 5 percent from PT Aneka Tirta Nusa (an affiliate of the Lippo Group) for an amount not exceeding US$16.3 million. This transaction is a takeout of the local shareholding interest in a bid to restructure operations. Baker & McKenzie.Wong & Leow acted as Singapore Counsel.

Hadiputranto, Hadinoto & Partners has advised PT Bank Danamon Indonesia Tbk in the public offering of Rupiah 1.5 trillion (approx. US$200 million) in bonds to strengthen its capital base and increase loans. The large amount of the bond offering may have had a negative impact on the Capital Adequacy Ratio (CAR) of PT Bank Danamon Indonesia Tbk. As a result negotiation of the terms and conditions of the Bonds with the Underwriters and the Trustee was extremely complicated.

Hadiputranto, Hadinoto & Partners has represented the majority shareholders of PT Davomas Abadi Tbk in the market placement of 24.9 percent of secondary shares to a group of international investors. Baker & McKenzie.Wong & Leow, Singapore, acted as International Counsel. The shares were originally pledged to certain lenders and the crossing of the shares on the stock exchange could only be carried out after the lenders released the pledge. To allow the broker to cross the shares, the funds to be paid by the international investors were deposited in an escrow account controlled by the lender, and the lenders simultaneously released the pledge through the Indonesian Central Securities Depository (KSEI). The deal is worth US$68 million.

Herbert Smith has advised China Petroleum & Chemical Corporation (Sinopec) on its HK$4 billion (US$512 million) acquisition of petroleum wholesale, transport, storage and retail facilities and LPG distribution outlets from China Resources Enterprise (CRE). Sinopec is now one of the top four petrol retailers in Hong Kong, competing with Exxon Mobil, Shell and Chevron. As the largest crude oil and petrochemical company in China, Sinopec is also one of the biggest producers and distributors of gasoline, diesel, jet fuel and other major chemical products in China. CRE is listed on the Hong Kong Stock Exchange and is also traded on the London Stock Exchange. Its core businesses include retail, beverage, food processing and distribution, textile and property investment.

Johnson Stokes & Master (JSM) has acted for the arrangers and lenders in relation to the financing of the construction of two new-build VLCCs for long term time charter to China Shipping Development Company Limited (CSDC). The deal is cross-collateralised and comprises (1) a US$125.3 million pre-delivery financing provided by certain commercial lenders and (2) a post-delivery financing provided by China Exim Bank (Yen 13,446,609,120) and the commercial lenders (US$50.1 million). There was also a currency swap facility provided by Citibank NA, Shanghai Branch (Swap Bank) whereby part of the charterhire in US$ received by each SPV Borrower will be paid to the Swap Bank in exchange for Yen which is used to repay China Exim Bank. JSM prepared all the relevant loan and security documents as well as the time charterparties for both vessels.

Lovells Lee & Lee in Singapore has acted for Stemcor MESA DMCC (Stemcor) on a US$50 million syndicated term loan facility arranged by Fortis Bank SA/NV. The facility funded Stemcor’s pre-payment obligations under its steel export agreement with Ispat Industries Limited of India.

Khaitan & Co has advised Bethany Advisors Inc (BVI) (Bethany) in relation to the sale of Bluestar Resources Limited (BVI) (the Target) along with its subsidiaries to Nuance Communications Inc (USA), a company listed on NASDAQ. The Target owns Bluestar Options Inc (BVI) which owns Focus Infomatics Inc (USA) and Focus Infosys (India) Private Limited (India) (together Subsidiaries). The sale of the Target included the sale of the Subsidiaries due to which legal issues in multiple jurisdiction were required to be resolved. Khaitan & Co acted as Indian legal advisors to Bethany. Target is in the business of design, manufacture, marketing, sale, support and maintenance of the medical transcription software products (Business). Bethany sold the Business by selling the Target together with the Subsidiaries. The approximate deal value being US$58 million.

Khaitan & Co has advised MTR Foods Limited (MTR), India’s leading Ready to Eat Packaged Foods Company in relation to sale of business to Orkla Asia Pacific Pte Ltd (Orkla), subsidiary of diversified Norwegian conglomerate listed entity called ORKLA ASA which is a Euro 6.5 billion company and market leader in Europe in, interalia, packaged foods, branded consumer goods, specialty materials and financial investments. Khaitan & Co advised MTR and its shareholders on all matters relating to the transaction, negotiations, due diligence and documentation in relation to the take over from existing shareholders including investors based in Mauritius by Orkla. The existing share holders of MTR include the Maiya family, JPMorgan Global Packaged Foods Ltd, Indocean Packaged Foods Ltd and Magnus Capital Corporation Ltd as its major shareholders. The estimated deal value is US$100 million.

Lovells has advised joint sponsors Morgan Stanley and UBS on a major Hong Kong IPO for China Molybdenum, raising US$1.05 billion, the third largest IPO in Hong Kong this year. The offer comprised a Hong Kong public offer and international placing of 1.08 billion new shares, which raised US$950 million. A further US$95 million was raised on the exercise of the over allotment option in respect of 108 million shares. The Hong Kong public offer was almost 400 times over subscribed. The company, known as China Moly or CMOC, operates one of the largest molybdenum mines in the world, which is estimated to have 498,000 tonnes of molybdenum reserves and 506,000 tonnes of tungsten reserves. Both molybdenum and tungsten are used as alloys to harden steel and are in strong demand by China’s rapidly growing stainless steel industry in particular.

Paul, Hastings, Janofsky & Walker (Paul Hastings) has represented FCI Inc (FCI) a leading designer of radio frequency integrated circuits (RF ICs) for mobile television and wireless communications based in Korea, in its sale to Silicon Motion Technology Corporation, a Nasdaq-listed semiconductor company. Under the terms of the transaction, Silicon Motion will acquire substantially all of the outstanding common shares of FCI for a total purchase price of US$90 million, which will include a combination of cash, Silicon Motion ordinary shares and options to purchase Silicon Motion’s ordinary shares, subject to an adjustment in certain circumstances. In addition, Silicon Motion has agreed to pay former FCI shareholders up to an additional US$12 million in cash upon the achievement of certain operating and financial milestones in 2007.

J Sagar Associates, Mumbai, has represented the Anchor Group (leaders in Indian Electrical Accessories and Wiring Devices Business) in forming a Joint Venture with Japan based electrical giants Matsushita Electric Works, Japan (MEW) well known across the world for their best selling National and Panasonic brands. MEW acquired 80 percent equity ownership in the Joint Venture from the Anchor Group at a valuation of around JPY 50 bn (Rs. 2000 crores). This is one of the largest M&A by a Japanese company in India. The Sale and Purchase Agreement was signed and closed on April 23, 2007. The Joint Venture would help Anchor Group to ramp up its international operations and further strengthen their Indian business by sharing key technologies and product line ups.

Simpson Thacher & Bartlett has represented Simcere Pharmaceutical Group, a leading manufacturer and supplier of branded generic pharmaceuticals in the fast growing China market, in connection with its initial public offering on the New York Stock Exchange of 15,625,000 American Depositary Shares, raising approximately US$260.5 million. The transaction is the largest IPO of a pharmaceutical company out of China. The global bookrunner for the offering was Goldman Sachs.

Slaughter and May has advised Morgan Stanley & Co International in relation to a concurrent equity and convertible debt issue by China Infrastructure Machinery Holdings (China Infrastructure) which was announced on April 11, 2007. The firm advised Morgan Stanley, as placing agent, in relation to the placing of existing shares in China Infrastructure, representing 10.03 percent of its existing issued share capital, by China Longgong Group Holdings Limited (China Longgong) for a consideration of approximately HK$1.575 billion (US$201.5 million). Following the placing, China Longgong subscribed for 52 million new shares in China Infrastructure, representing approximately 5.01 percent of its existing issued share capital, for a consideration of HK$788 million (US$101 million).

Slaughter and May has advised Morgan Stanley & Co International as placing agent in relation to the placing of 120 million existing shares in EVA Precision Industrial Holdings Limited (EVA) held by Prosper Empire Limited and the subsequent top-up subscription of the same number of new shares in EVA. The net proceeds of the top-up placing were approximately US$310 million. The placing was announced on April 19, 2007. EVA is principally engaged in the design and fabrication of precision metal stamping and plastic injection moulds, manufacturing of metal stamping and plastic injection components and the provision of assembly services in the PRC and is listed on Main Market of the Hong Kong Stock Exchange.

Deals – 19 April 2007

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DLA Piper has advised Indochina Capital Vietnam Holdings Limited, a closed-end investment fund focusing on Vietnam, on its listing on the main board of the London Stock Exchange (LSE). The successful IPO of IndoChina Capital, which raised US$500 million, makes it the first Vietnam-focused investment fund to list on a major global stock exchange. The secondary listing of IndoChina Capital Vietnam Holdings Limited is the first listing on the LSE conducted without a primary listing, taking advantage of recent regulatory changes.

Johnson Stokes & Master have advised CITIC 1616 Holdings Limited (CITIC 1616) on its listing on the Hong Kong Stock Exchange on April 3, 2007. The public offering was approximately 962 times subscribed. CITIC 1616 is a provider of connectivity and value-added services to telecoms operators with a focus on the China and Hong Kong telecoms markets. It owns and operates an independent telecoms hub that provides interoperability, interconnections and value-added services to approximately 240 customers (mainly telecoms operators) around the globe.

Johnson Stokes & Master (JSM) has represented the majority owners in the successful application in the Lands Tribunal for a compulsory order for sale of Villa Splendor Numbers 9-12 Chun Fai Terrace, Hong Kong. JSM also acted for the majority owners in the Lands Tribunal and in the Court of Appeal in successfully opposing the applications by the minority owner for a stay of the execution of the order for sale. Pursuant to the order, the property was put up for public auction on April 4, 2007 and sold at the price of HK$508.89 million. JSM also acted in the purchase.

Lovells has advised Bank of Overseas Chinese (BOOC), a Taiwan-based commercial bank, on its proposed US$427 million acquisition by Citibank. The transaction will be completed by way of a cash-out statutory merger at a price of NTD11.80 (US$0.36) per share in cash, subject to certain closing adjustments, giving an aggregate consideration of approximately US$427 million. The merger is expected to close in the second half of 2007. Polaris Securities and certain other major shareholders have agreed to vote in favour of the proposed transaction. The operations of Citibank Taiwan and BOOC will be combined following the consummation of the merger. The combination will create a business with 66 branches and assets of US$22.8 billion, making it the largest international bank in Taiwan and the 13th largest among all domestic Taiwan banks by total assets.

Paul, Weiss, Rifkind, Wharton & Garrison (Paul Weiss) has advised Citigroup Inc on its $10 billion all-cash tender offer to acquire 100 percent of Nikko Cordial Corporation, a leading Japanese securities brokerage, asset management and investment banking firm. Citigroup and Nikko commenced operations of a Japanese joint venture investment bank in 1998, and Citigroup is currently a 4.9 percent owner of Nikko. Citigroup has, for some time, been interested in acquiring a controlling stake in Nikko and engaged Paul Weiss in 2003 to help them analyse various options regarding Nikko. Following Nikko’s discovery, late last year, of an accounting scandal which led to the resignation of its chairman, president and other senior officers, Nikko has been reviewing its alternatives, a process that led to the agreement with Citigroup.

Paul, Weiss, Rifkind, Wharton & Garrison has advised Polo Ralph Lauren Corporation on a agreement to acquire the outstanding shares of Impact 21 Co, its Japanese sub-licensee for men’s, women’s and jeans apparel and accessories that it does not currently own. The offer for 2,600 yen per share (approximately US$22 per share) in cash is supported by the board of Impact 21 and its largest shareholder. Polo Ralph Lauren also announced that it has entered into an agreement to purchase the remaining 50 percent interest in its Japanese Master Licensee, Polo Ralph Lauren Japan for 2.7 billion yen (approximately US$23 million).

Simmons & Simmons has advised Société Générale and Lyxor International Asset Management on the listing of the first UCITS III Exchange Traded Funds (ETFs) in Hong Kong. The firm advised on the ETF’s Securities and Futures Commission (SFC) authorisation and listing on The Stock Exchange of Hong Kong (SEHK). These are the first French entities to be listed on the SEHK. One of the ETFs, Lyxor ETF Commodities CRB (Reuters/Jefferies CRB Index), is the first ETF authorised and listed in Hong Kong that tracks a commodities index. Two of the ETFs, Lyxor ETF MSCI World and Lyxor ETF MSCI AC Asia-Pacific ex Japan, began trading today. Lyxor ETF MSCI India, Lyxor ETF MSCI Korea, Lyxor ETF NASDAQ-100 and Lyxor ETF Commodities CRB (Reuters/Jefferies CRB Index) will be listed on the SEHK on Thursday 26 April 2007. The funds, which are FCPs approved as UCITS, track an index and can be bought and sold like normal company shares. The ETFs are all listed on Euronext, Paris.

Vinson & Elkins has advised Cirrus Logic Inc in its acquisition of all the outstanding stock of Shanghai-based fabless integrated circuit (IC) designer, Caretta Integrated Circuits. Cirrus Logic paid Caretta’s stockholders US$10.5 million in cash and has agreed to pay certain employees a potential earn-out based on financial performance over the next two years. Cirrus Logic is a NASDAQ-listed leading designer of high-precision analog, mixed-signal and embedded integrated circuits, and is headquartered in Austin, Texas US.

Watson, Farley & Williams has acted for The Bank of Tokyo-Mitsubishi UFJ Ltd and Bayerische Hypo- und Vereinsbank AG as lenders of a US$250 million secured revolving credit facility to FSL Trust Management Pte Ltd, in its capacity as trustee-manager of First Ship Lease Trust (FSL Trust), a Singapore registered business trust established under the Singapore Maritime Finance Incentive Scheme and specialising in non-tax driven leasing services to the global shipping industry. It is the second such trust to be listed on the Singapore Stock Exchange having successfully completed its IPO on March 27, 2007. The purpose of the facility is to grow FSL Trust’s portfolio by financing the acquisition of additional vessels to expand its initial fleet of 13 vessels comprising product tankers, chemical tankers, containerships and dry bulk carriers, all on bareboat charter to high profile operators including James Fisher and Sons plc, Evergreen, Berlian Laju Tanker and Siba Ships.

Watson, Farley & Williams has assisted First Olsen Ltd (FOL) in the spin-off of its floating production activities in Fred. Olsen Production AS (FOP) and FOP in connection with its successful private placement of 44 million new shares with gross proceeds of NOK1,188 million. FOP is among the leading operators of floating production installations with considerable experience and a strong market position and currently owns and operates five FPSO/FSO units, with a further unit to be added this year upon completion of its conversion from a suezmax tanker. WFW assisted in relation to the corporate, asset and finance restructuring that was required for a successful spin-off and private placement.

Watson, Farley & Williams has acted for Malaysia Deepwater Floating Terminal (Kikeh) Limited (a joint venture between MISC Berhad of Malaysia and SBM Holding Inc of Switzerland) in the pre and post delivery project financing of the FPSO Kikeh to be Malaysian flagged and operational in the Kikeh field offshore Sabah (East Malaysia). The US$415 million limited-recourse syndicated term loan facility, for which Fortis is the Sole Bookrunner and Mandated Lead Arranger, is to finance the FPSO Kikeh project for MISC Berhad and SBM Offshore. This project in the Kikeh field, offshore Sabah, will be the first FPSO project jointly owned and operated by MISC and SBM in Asia.

WongPartnership advised UBS (Global Co-ordinator, Joint Lead Manager) and DBS (Joint Lead Manager) for the initial public offering of units in Yangzijiang Shipbuilding (Holdings) Ltd (comprising an international placement under Rule 144A and Regulation S). Based on the maximum pricing, it is expected to raise gross proceeds exceeding S$940 million, making it the largest IPO from China to ever list on the SGX, and the largest offering in 2007 to date.

WongPartnership advised Golden Ace Pte. Ltd (the Offeror), a joint venture company formed by Dubai-based Emaar Properties PJSC group and Indian real estate developer MGF group, in a voluntary conditional cash offer for Singapore-listed retailer RSH Ltd – in a deal that values RSH at around US$245 million.

Deals – 21 February 2008

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Ali Budiardjo, Nugroho, Reksodiputro (ABNR) acted as the local legal counsel of the Government of the Republic of Indonesia for its global bond issue in the international market. The current global bond was in the total amount of US$2 billion and listed on the Singapore Stock Exchange. The objectives of the bond issue were, among others, to raise funds for a portion of the respective year’s budget, to set benchmarks in international capital market, to diversify funding sources and investor base, and at the same time to promote Indonesia in the international capital market.

Baker & McKenzie has advised the new owners of the Sheraton Grand Shanghai Tai Ping Yang Hotel, a joint venture led by LaSalle Investment Management, in their negotiations with Starwood Hotels and Resorts on a new management agreement for the hotel.

Freshfields has advised Deutsche Asset Management on its stake increase in Harvest Fund Management, from 19.5 percent to 30 percent, through the purchase of a 10.5 percent equity interest from existing shareholders.

Freshfields has advised Baring Private Equity Asia on its ¥2.7 billion acquisition of ADP Pasona Payroll Inc., a company which provides payroll and administration services in Japan.

Freshfields has advised Morgan Stanley on the establishment of a securities joint venture with Gateway Securities in Vietnam. Morgan Stanley received regulatory approval from Vietnam’s State Securities Commission to set up a domestic presence in Vietnam with local partner, Gateway Securities. Morgan Stanley will own a 49 percent stake in the venture and it will be named Morgan Stanley Gateway Securities Joint Stock Company.

Freshfields has advised Playmates Toys Limited on its listing on the Hong Kong Stock Exchange and spin-off from Playmates Holdings Limited, an existing listed company. Playmates Toys has offices in Hong Kong, China and the US and it designs, develops and markets toy products which are distributed in over 80 countries globally.

Gide Loyrette Nouel Shanghai team advised Air Liquide regarding the negotiations and incorporation of a joint venture with Tianjin Soda Plant, a subsidiary of the Tianjin Bohai Chemical Industry group. Air Liquide and Tianjin Soda have set up a joint venture in Tianjin, the capital of which is divided between Air Liquide (majority) and Tianjin Soda (minority). The entity is building two air separation units (ASU), which will each have a production capacity of 2000 tonnes per day, in order to supply Tianjin Soda as well as other clients located in the Lingang industrial park.

Heller Ehrman recently assisted Bezurk.com in a Series A financing by News Digital Media. The financing will help accelerate Bezurk’s international expansion and strengthen its position in the Asia Pacific region. Headquartered in Singapore, Bezurk.com is an online travel aggregator company which delivers selections for flights, hotels and tours to travellers based in Australia, New Zealand, Singapore, Malaysia and Thailand. This investment is News Digital Media’s first investment offshore.

Hwang Mok Park P.C. acted as Korean counsel and for Shinhan Capital Co. in securing a 3-year Japanese Yen equivalent of US$100 million term loan facility. Initially focusing on the leasing of specific facilities and machinery items such as ships and printing machines, Shinhan Capital Co. Ltd has been steadily diversifying its business portfolio by advancing into corporate restructuring, automobile instalment financing, real estate project financing and SOC investment areas.

Paul, Hastings, Janofsky & Walker LLP, has advised First Gen Corporation on its recent US$300 million 5-year convertible bond offering. The Regulation S offering consisted of a base amount of US$225 million of convertible bonds, which was increased to US$300 million following the exercise of the manager’s over allotment option.

Paul, Weiss, Weiss, Rifkind, Wharton & Garrison LLP represented Weight Watchers International, Inc., in its signing of a joint venture agreement and related transaction documents with Groupe DANONE to establish a joint venture to provide weight management training in China based on the successful Weight Watchers approach to weight loss. The joint venture will be 51 percent owned by Weight Watchers and 49 percent owned by Groupe DANONE.

Sullivan & Cromwell LLP represented Alcan Inc (Canada) in its proposed US$38.1 billion acquisition by Rio Tinto PLC (UK).

Sullivan & Cromwell LLP represented Automatic Data Processing (US) in the US$116 million sale of its clearing business to Chequers Capital (France).

Deals – 8 March 2007

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Allen & Overy has acted as Hong Kong and US legal adviser to Malaysia-based timber resources and products provider Samling Global Ltd (Samling) on its global and initial public offering and listing on the Main Board of the Hong Kong Stock Exchange. Reflecting robust investor demand in spite of fluctuations in the market, the Hong Kong public offer was over-subscribed by 922 times, the highest this year. The global offering of 1.05 billion shares (prior to the exercise of the over-allotment option), priced at the top end of HKD 2.08 per offer share, has raised gross proceeds of approximately HKD2.184 billion prior to the exercise of the over-allotment option. Credit Suisse (Hong Kong) Limited is the sole global coordinator and joint bookrunners with Macquarie Securities Ltd and The Hongkong and Shanghai Banking Corporation Limited. Samling is an integrated forest resource and wood products company with approximately 4 million hectares of forest resources situated in different regions around the world.

Freshfields Bruckhaus Deringer has advised Fortis, an international financial services provider active in banking and insurance ranked among Europe’s top 20 financial institutions, on its HK$3.5 billion (US$453 million) cash purchase of a controlling 50.48 percent stake in Hong Kong’s life insurer Pacific Century Insurance Holdings Limited (Pacific Century Insurance). For this transaction, Fortis will pay HK$8.18 per share, a 40.52 percent premium to Pacific Century Insurance’s last traded price of HK$5.78 on 23 February 2007, implying a valuation of 1.38 times of Pacific Century Insurance’s embedded value in 2006. Fortis will make an unconditional mandatory general offer at the same price per share to acquire the remaining shares of Pacific Century Insurance upon the completion of the acquisition which is subject to regulatory approvals and other closing conditions.

Freshfields Bruckhaus Deringer has advised ExxonMobil and Saudi Aramco on the formation of the FREP and FMJV joint venture companies since 1998. The two joint venture contracts were signed on February 25, 2007 in Beijing. The Chinese party to the FREP joint venture is Fujian Petrochemical Co Ltd (FPCL) and the Chinese party to the FMJV joint venture is Sinopec. FPCL holds 50 percent equity interest in the FREP joint venture company and Sinopec holds 50 percent interest in the FMJV joint venture company. ExxonMobil and Saudi Aramco each holds 25 percent interest in both joint ventures. The large team of Freshfields lawyers had worked on this over the duration of the transaction, all of whom were based around our China offices in Shanghai, Beijing and Hong Kong.

Gide Loyrette Nouel (Gide) has advised the French airport operator, Aéroports de Paris (ADP) on sale of its entire stake in Beijing Capital International Airport Company Limited (BCIA), the Chinese company running Beijing Airport, listed on the Hong Kong stock exchange, for around US$255 million. The transaction, managed by Morgan Stanley, involved the sale of all of the 253 591 346 shares owned by ADP via its subsidiary, Aéroports de Paris Management, by accelerated placement with institutional investors. ADP originally purchased these shares, representing around 6.6 percent of the capital of BCIA, when 35 percent of the company’s capital was floated on the Hong Kong stock exchange in February 2000. Gide advised ADP on the PRC and Hong Kong aspects of transaction, working in collaboration with Herbert Smith. Cleary Gottlieb Steen & Hamilton acted as Aéroports de Paris’ legal advisor in France.

Khaitan & Co has advised Hindustan Motors Limited in relation to the setting up and development of Integrated IT Township and Real Estate Development. Khaitan & Co advised the clients in all aspects of the project including agreement with Shriram Properties Limited one of the leading real estate developers in India to develop 314 acres of property at Uttarpara near Kolkata, West Bengal, India for setting up Integrated IT Township and Real Estate Development. The total value of the transaction being INR 2950 million (US$69 million approx). This is the second Integrated IT Township and Real Estate project to be entered into in West Bengal, India.

O’Melveny & Myers has represented Allyes Information Technology Company Ltd (Allyes), the largest internet advertising agency and provider of internet advertising technology in China, in its sale to Focus Media Holding Limited (Focus Media), for up to US$300 million in cash and stock. Under the terms of the acquisition agreement, Focus Media will pay US$70 million in cash and US$155 million in stock at the first closing, which is expected to take place before the end of March 2007. Allyes shareholders will also receive an additional payment of up to US$75 million in Focus Media stock if Allyes meets certain earnings targets during the 12 months from April to March 2008. The acquisition will enable Focus Media to enter China’s growing Internet advertising market.

O’Melveny & Myers has represented Mindray Medical International Limited (Mindray), a leading developer, manufacturer, and marketer of medical devices in China, and certain selling shareholders in a US$277 million secondary offering of 11,301,303 American Depositary Shares (ADSs) of Mindray at US$24.50 per ADS, including the exercise in full by the underwriters of their option. Goldman Sachs (Asia), JP Morgan Securities Inc and UBS AG acted as the joint bookrunners for the offering. The underwriters have a 30-day option to purchase up to an additional 1,474,083 ADSs from the selling shareholders in this offering.

Skadden, Arps, Slate, Meagher & Flom has represented the underwriters, led by Merrill Lynch and Cazenove, in the US$208 million initial public offering of shares and concurrent listing on the Hong Kong Stock Exchange by China Properties Group Limited, a property development company in China, focusing on developing and creating high quality, large-scale, residential and commercial projects. A portion of the shares were sold to qualified institutional buyers in the United States in reliance on Rule 144A.

Skadden, Arps, Slate, Meagher & Flom has represented JA Solar Holdings Co Ltd (China), a manufacturer of solar cells for solar panels and power conversion systems, in its US$241 million initial public offering of American Depositary Shares, which were listed on NASDAQ.

Skadden, Arps, Slate, Meagher & Flom has represented 3SBio Inc a biopharmaceutical company in China, (as co-counsel) in its US$123 million initial public offering of American Depositary Shares. This is the first Chinese biopharmaceutical company to be listed on NASDAQ.

Wong & Partners (Baker & McKenzie’s member firm in Malaysia) has acted as transaction counsel and advisor to The Bank of Tokyo – Mitsubishi UFJ Ltd in connection with its subscription for 117 million shares in Bumiputra-Commerce Holdings Bhd, one of the largest local Banks in Malaysia, in a placement worth RM1.335 billion. The subscription agreement was executed recently on February 21, 2007.

Deals – 29 March 2007

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Allen & Overy has advised Barclays Bank PLC, Citigroup Global Markets Limited and Standard Chartered Bank as joint lead managers in connection with the US$750 million debut Islamic sukuk issue by Dubai Islamic Bank, the world’s oldest Islamic bank. The sukuk was issued through a special purpose vehicle established in the Cayman Islands, DIB Sukuk Company Limited. It is the first sukuk to be listed on both the Dubai International Financial Exchange and the London Stock Exchange.

Baker & McKenzie has advised CCMP Capital Asia in relation to the acquisition of New Zealand Telecom Corporation’s Yellow Pages Unit. CCMP Capital Asia, private equity firm, teamed with a unit of the Ontario Teachers Pension Plan to make the purchase. Baker & McKenzie have been working closely with CCMP in recent times, including on another New Zealand deal, the acquisition of Independent Liquor (NZ) Limited.

Cleary Gottlieb has advised the underwriters, led by Merrill Lynch and UBS, in the initial public offering of 9,865,000 American Depositary Shares of Tongjitang Chinese Medicines Company, a company producing modernised traditional Chinese medicines. The total offering size was approximately US$99 million. The ADSs began trading on the New York Stock Exchange on March 16 and the offering closed on March 21. This transaction was the first US listing by a traditional Chinese medicine company. Tongjitang was founded in 1995 and has its production facilities in Guizhou province in south-western China. The company focuses on the development, manufacturing, marketing and selling of modernised traditional Chinese medicines. Dongxiang’s shareholders include ML Global Private Equity Fund LP and Merrill Lynch Ventures LP 2001, private equity funds affiliated with Merrill Lynch.

Johnson Stokes Master has acted as the legal adviser of the borrower and the guarantor in the US$200 million loan facility by 33 banks and financial institutions to IFC Development Corporate Finance Limited. The facility is guaranteed by IFC Development Limited. This is the largest Hong Kong dollar corporate syndicated loan raised in recent years. IFC Development Limited is a joint venture by Sun Hung Kai Properties Limited, Henderson Land Development Company Limited and The Hong Kong and China Gas Company Limited. Its principal asset is the IFC project located at the waterfront in Central district in Hong Kong.

Mallesons Stephen Jaques has advised Sun Hung Kai Financial on Asia’s first property derivative. The Mallesons team was involved in structuring and documenting a price return swap under which Sun Hung Kai Financial sold exposure to the Hong Kong residential market to ABN AMRO in return for a periodic floating payment. The groundbreaking structure paves the way for further similar transactions to be completed in the region. Property derivatives enable investors to take a position on the property market without directly owning the properties and have the further advantage of being more liquid than physical assets.

Nishith Desai Associates has advised Red Fort India Real Estate I LP, a real estate private equity fund managed by Red Fort Capital, in its US$22 million investment in a commercial real estate project in Bangalore to be developed by Prestige Constructions Group. Prestige, one of the renowned developers in Bangalore, is engaged in the business of real estate construction and development in India.

Deals – 12 April 2007

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Allen & Overy has acted as Hong Kong and US legal adviser to Merrill Lynch, Deutsche Bank and Goldman Sachs, to launch Regal REIT – Hong Kong’s first hotel REIT – on its global and initial public offering and listing on the Main Board of the Hong Kong Stock Exchange. The global offering of 869,289,000 units (prior to the exercise of the over-allotment option), priced at HK$2.68 per unit and raised gross proceeds of approximately HK$2.33 billion prior to the exercise of the over-allotment option. The listing took place in Hong Kong on March 30, 2007. Merrill Lynch, Deutsche Bank and Goldman Sachs were the joint global coordinators, joint bookrunners and joint lead underwriters.

Clifford Chance has advised CVC Asia Pacific (CVC) on the largest announced investment by a private equity fund in a PRC listed company. The Hong Kong and China-based teams advised CVC on its RMB1.65 billion (approximately US$213 million) acquisition of a 29 percent interest in tradeable A-shares in Zhuhai Zhongfu Enterprise Co Ltd which is listed on the Shenzhen Stock Exchange and is one of the largest beverage bottling companies in China. This is to date the largest announced investment by a private equity fund in a PRC listed company following recent regulatory reform which allows foreign investors to take strategic stakes in tradeable A-shares of a PRC listed company. The acquisition remains subject to regulatory and target shareholder approval.

Clifford Chance has advised CVC Asia Pacific (CVC) on its approximate US$210 million leveraged buy out of the Malaysian paper and packaging business of Genting Berhad. The business acquired comprises two paper mills (the capacity of which represents 30 percent of Malaysia’s total brown paper output) and two corrugated mills (with a 15 percent market share in Malaysia). This transaction is CVC’s first investment undertaken in Malaysia and one of the first, and largest, MBOs in Malaysia. The acquisition remains subject to regulatory approval.

Colin Ng & Partners has acted for Kubera Cross-Border Fund Limited (KUBC) in its investment of US$20 million in the equity capital of Kejriwal Stationery Holdings Limited (Kejriwal Stationery), giving KUBC a 27.5 percent stake. KUBC is an investment company that trades on the AIM market of the London Stock Exchange. Kejriwal Stationery is a privately held company in Singapore with subsidiaries in New York and India The company manufactures and distributes paper related stationery products to customers predominantly in US markets, using manufacturing operations in India.

Freshfields Bruckhaus Deringer has advised on the US$700 million (approximate) financing by China Eastern Airlines of Airbus and Boeing aircrafts by way of a novel French leasing structure arranged by Calyon, Société Générale, BNP Paribas and supported by the Industrial and Commercial Bank of China. China Eastern Airlines, China’s third largest airline, acquired up to 13 Airbus and Boeing aircraft. This is the largest aircraft financing to date in China this year.

Freshfields Bruckhaus Deringer has advised on the initial public offering and Hong Kong Stock Exchange listing by Intime Department Store (Group) Company Limited (Intime), the largest department store chain in China’s Zhejiang province, which completed on March 20, 2007. The retail portion of the global offering was more than 230 times over-subscribed. Total gross proceeds from the IPO exceeded US$355 million (including exercise in full of the 15 per cent over-allotment option). Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to the issuer. Intime currently operates five stores in Zhejiang province and plans to open over 10 new stores in the next five years and expand its geographical coverage through acquisitions. Intime has recently teamed up with Lotte, one of the largest department store operators in South Korea, to invest US$60 million in a department store in Beijing that is expected to commence operation in 2008.

Freshfields Bruckhaus Deringer has advised Morgan Stanley, as the financial advisor to Henderson Land Development Company Limited (Henderson Land), in the acquisition of certain companies in the Henderson Investment Limited Group (Henderson Investment) by Henderson Land. The transaction was a very substantial disposal and a connected transaction for Henderson Investment and a disclosable transaction for Henderson Land. Henderson Investment also sought shareholders’ approval for a reduction in its share premium account and a proposed dividend distribution.

Freshfields Bruckhaus Deringer has advised VF Corporation on its acquisition of The North Face® branded business in China from its licensee, Korea-based Youngone Corporation. The North Face® is one of VF Corporation’s key brands and VF will now assume responsibility for the brand’s rapid growth in China. In addition to the wholesale business the acquisition includes one freestanding retail store in Beijing. In China the brand will operate from sales offices in Shanghai, Beijing and Guangzhou.

Freshfields Bruckhaus Deringer has advised Warburg Pincus on its investment in Hong Kong’s Titan Petrochemicals Group (Titan Petrochemicals). The transaction comprises two parts and involved Warburg Pincus investing (i) US$75 million in Titan Petrochemicals by way of ordinary shares, convertible preference shares and warrants for a total interest of approximately 22 percent of Titan Petrochemicals on a fully-converted basis and (ii) US$100m in Titan Petrochemical’s subsidiary, Titan Group Investment Limited (TGIL), by way of convertible preference shares and a warrant for a total interest of 49.9 percent of TGIL. Titan Petrochemicals is a fully integrated, downstream, oil logistics company listed in Hong Kong. It provides transportation, storage, supply and distribution services on a single platform and operates in China, Hong Kong, Singapore and Malaysia. TGIL owns and operates the oil storage business of the Titan Petrochemicals Group.

Johnson Stokes & Master (JSM) has acted for The Hongkong and Shanghai Banking Corporation Limited for the US$125 million bridging loan facilities to a Peruvian company, for the purpose of, inter alia, acquiring all the entire issued share capital in another Peruvian company, and its subsidiaries which owns various fishing vessel in Peru. The facility is secured by various types of security, including shares in the target companies, the assets (fishing vessel, real property) owned by the target companies, guarantee from the holding companies of the borrower and other associated companies of the borrower.

Johnson Stokes & Master (JSM) has represented Regal Hotels International Holdings Limited in relation to the spin off of Regal Real Estate Investment Trust (Regal REIT) which commenced trading on the Main Board of the Hong Kong Stock Exchange on March 30, 2007, being the first hotel REIT in Hong Kong. JSM also represented Regal Portfolio Management Limited in relation to the purchase and lease back of the five initial hotel properties.

Minter Ellison has advised PetroChina International Company Limited, China’s largest producer of oil and gas, and the second largest in the world – on its development of three LNG terminals and the procurement of LNG into China from Iran. The deal was valued at US$2.5 billion.The deal was complex for a number of reasons, not least of these being the surrounding tensions towards Iran. The seller’s project is greenfield and is to be financed on a limited resource basis. The buyer’s three terminals are also greenfield projects as are the LNG ships. Accordingly, innovative structuring was required in order to enhance the robustness of the LNG supply chain.

Nishith Desai Associates has acted as legal counsel to INDIAREIT Offshore Fund and Indiareit Fund – Scheme I, real estate private equity funds with a joint corpus of US$300 million. The two made an investment of approximately US$32 million in a project involving development of commercial properties in Kurla, Mumbai by Neptune Developers Private Limited (Neptune). Neptune, one of the renowned real estate developers in Mumbai, is engaged in the business of real estate construction and development in India.

O’Melveny & Myers represented Charles River Laboratories International Inc in the formation of Charles River Laboratories Preclinical Services – China, with Shanghai BioExplorer Co Ltd a Shanghai, China-based provider of preclinical services. The joint venture will be majority owned and controlled by Charles River. The transaction is subject to customary closing conditions, including Chinese regulatory approval, and is expected to close by the end of the second quarter of 2007.

Orrick, Herrington & Sutcliffe served as issuer’s counsel for Shandong Molong Petroleum Machinery Company Limited (Molong) in the first conversion of an H Share company from the Growth Enterprise Market (GEM) to the Main Board (Main Board) of The Stock Exchange of Hong Kong. The pioneering transaction, completed on February 12, 2007, involved the listing of Molong’s approximately 246 million shares on the Main Board and the withdrawal of the listing of its H Shares from the GEM. Class H shares are yuan-denominated stock offerings listed in Hong Kong and issued by companies registered and based in mainland China.

Orrick, Herrington & Sutcliffe has served as issuer’s counsel to Ningbo Haitian Group Co Ltd, the world’s largest producer of plastic-injection molding machines by production volume, on its US$202 million IPO, with an international placement under the 114A rule, on the Main Board of the Hong Kong Stock Exchange. BNP Parisbas and UBS were the joint lead underwriters. Through the IPO, Ningbo Haitian will establish a Hong Kong-based publicly traded company, Haitian International Holdings Ltd., which will own 25 percent of the machine maker. Mainland China accounts for 60 percent of the global market for plastic molding machines and Haitian has 28 percent share of the Chinese market and 17 percent of the global market. The Chinese market for plastic molding machines is expected to grow 10 percent a year until 2010 and global demand is expected to grow 6 percent during the same period.

Paul, Hastings, Janofsky & Walker has represented Fila Korea Ltd in its acquisition of the global Fila footwear and apparel business from Sports Brand International Ltd (SBI). The transaction closed on March 30, 2007. The sale was structured as a sale of SBI’s subsidiary, Fila Luxembourg, which holds the rights to the worldwide use of the brands and trademarks of FILA. SBI will retain Cloudveil Mountain Works Inc and Motionwear Inc following the sale.

Sinowing Law Firm has advised German main board listed company Business Media China AG on its acquisition of CIOE, a Chinese exhibition and conference event in the optoelectronic industries. The Beijing based Sinowing team was involved in structuring and documenting a more than US$30 million package to buy out the founding owner of the Show. The ever recorded highest consideration for a show business is based on the BMC’s even higher expectation of the show in the next two years.

Simmons & Simmons has advised DB Trustees (Hong Kong) Limited on the listing of Regal Real Estate Investment Trust (Regal REIT) on The Stock Exchange of Hong Kong. Regal REIT began trading on the SEHK on March 30, 2007. It is authorised by the Hong Kong Securities and Futures Commission and is the first hotel REIT listed in Hong Kong. Regal REIT is also the first REIT for which DB Trustees (Hong Kong) Limited has acted as trustee in Hong Kong.

Skadden, Arps, Slate, Meagher & Flom has represented Titan Petrochemicals Group Limited (a provider of oil and gas transportation, storage and distribution services based in Hong Kong) in the US$175 million investment by Warburg Pincus LLC, a private equity firm, through which Warburg will acquire an approximately 22 percent stake in Titan Petrochemicals and a 49.9 percent stake in Titan’s subsidiary, China StorageCo (an operator of oil and chemical storage facilities in China).

WongPartnership has advised Deutsche Bank AG (Singapore Branch), JP Morgan (SEA) Limited, CLSA Merchant Bankers Limited and Macquarie Securities (Asia) Pte Limited on the initial public offering of units in First Ship Lease Trust (comprising an international placement under Rule 144A and Regulation S), which raised gross proceeds of approximately US$220 million. First Ship Lease Trust is Singapore’s third and largest business trust.

WongPartnership has advised Qatar Investment Authority in their joint venture with Horizon Investments Ltd (managed by Morgan Stanley Real Estate) and HPL Residential Pte Ltd (a subsidiary of Hotel Properties Limited) for the purchase of Horizon Towers (a leasehold condominium) by way of a collective sale by the subsidiary proprietors of Horizon Towers for redevelopment into a new luxurious residential project. The sale of Horizon Tower was Singapore’s third biggest transaction at a record amount of US$330 million in Q1 2007.

WongPartnership has advised CapitaLand Commercial & Integrated Development Ltd and Maybank Group as co-sponsors and fund manager of the Malaysian Commercial Development Fund Ltd, which raised US$270 million. This is the first commercial development fund of CapitaLand in Malaysia.

Deals – 22 May 2008

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Allen & Overy LLP has advised Morgan Stanley as Sole Bookrunner, Sole Structuring Agent and Joint Lead Manager and National Bank of Abu Dhabi and Standard Chartered Bank as Joint Lead Managers on the issue by National Central Cooling Company (Tabreed) of the first ever Sharia compliant mandatory exchangeable sukuk issue.

Allen & Overy LLP has advised BNY Corporate Trustee Services Ltd as the delegate of the trustee on the issue by National Central Cooling Company (Tabreed) of the first ever Sharia compliant mandatory exchangeable sukuk issue.

Azmi & Associates advised Malaysia Deepwater Floating Terminal (Kikeh) Ltd as Malaysian counsel on the drawdown of final advance in respect to a facility of up to US$415 million granted by a syndicated international banks to Malaysia Deepwater Floating Terminal (Kikeh) Ltd.

Azmi & Associates has acted as Malaysian counsel for HVB Australia Pty Ltd for a Senior Loan Facility of US$80 million, working capital facility of US$15 million and Mezzanine Facility of US$10 million to be made by HVB Australia Pty Ltd to Lynas Malaysia Sdn Bhd and MT Weld Mining Pty Ltd for its ‘rare earth’ project in Australia and processing facility in Kuantan, Pahang, Malaysia.

Kirkland & Ellis International LLP was lead counsel to Advantage Partners, LLP, an Asia-based private equity firm, in connection with its agreement to acquire 100 percent of GST AutoLeather, Inc from SILLC Holdings, LLC. The transaction value is undisclosed.

Koerner & Associates Ltd. has advised Continental AG on its investment of THB 5 billion to set up its first manufacturing plant in Thailand to expand its business operation in South East Asia.

Koerner & Associates Ltd. has advised Mercedes-Benz (Thailand) Ltd on its investment of over THB 600 million in a 10 year contract with Bangchan General Assembly Plant for a new One Roof Center.

Minter Ellison has advised AGL in the first trade in Australian emission trading units. The forward trade saw AGL Hydro Partnership sell 10,000 tonnes of Australian emission trading units (AETUs) to Westpac at A$19.00 a tonne. AGL engaged Minter Ellison to construct the documentation around which AETUs are traded. The documentation covers a multitude of plausible outcomes whilst still enabling a degree of certainty of what is to be traded.

Paul, Hastings, Janofsky & Walker LLP has represented Asia Pacific Land (APL) as purchaser in the largest ever single asset real estate deal in PRC history. The firm assisted APL in the financial close of the acquisition of The Center, a Shanghai office building located in Puxi, from a Hong Kong Stock Exchange listed Hutchison Whampoa Group subsidiary chaired by Li Ka-shing, for approximately US$650 million. APL is a privately owned real estate investment, development and asset management company, which makes investments in real estate transactions in China, Japan and other countries throughout Asia.

Deals – 31 May 2007

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Cleary Gottlieb has represented Electronic Arts Inc in its strategic investment in leading Korean online game developer and operator NeoWiz Corporation. Under the deal, EA acquired approximately US$108 million of common and convertible preferred NeoWiz stock. The deal was signed on March 19 and closed April 27. Electronic Arts, headquartered in Redwood City, California, is the world’s leading interactive entertainment software company. Founded in 1982, the company develops, publishes and distributes interactive software worldwide for videogame systems, personal computers, cellular handsets and the Internet. Electronic Arts posted revenues of US$2.95 billion and sold more than one million copies of 27 titles last year.

Drew & Napier has advised SGX-listed Eng Wah Organisation Limited on a substantial S$675 million (US$427.62 million) reverse takeover of a subsidiary of Japanese, non-invasive drug delivery system provider, Transcutaneous Technologies Inc. This is the first such transaction by a Japanese company in Singapore. Pursuant to the Share Exchange Agreement, Eng Wah will acquire the entire issued and outstanding shares of Transcu Pte Ltd. Eng Wah’s existing leisure and entertainment business and all interest in its existing subsidiaries will be disposed, thus transforming itself into a major research & development and bio-tech company upon completion of the transaction.

Freshfields Bruckhaus Deringer (Freshfields) has advised on the initial public offering (IPO) and Hong Kong Stock Exchange listing by Belle International Holdings (Belle) which listed on May 23, 2007. The retail portion of the global offering was more than 500 times over-subscribed, making Belle more popular among local Hong Kong investors than Industrial and Commercial Bank’s listing last year which raised US$21.9 billion. The institutional portion was also significantly over-subscribed. Total proceeds from the IPO were US$1.27 billion which included the over-allotment option being exercised in full. Freshfields acted as Hong Kong and US counsel to the underwriters, who were led by Credit Suisse Group and Morgan Stanley as joint global coordinators and joint bookrunners.

Hadiputranto, Hadinoto & Partners has advised PT Energi Mega Persada Tbk, Indonesia’s second-largest upstream private oil and gas company, in its sale of a 50 percent stake in Kangean PSC, offshore East Java, to Japanese firms Mitsubishi Corporation and Japan petroleum Exploration Co Ltd for US$360 million. This is one of the largest ever upstream acquisitions in Indonesia.

Hunton & Williams (Thailand) Limited has represented Krung Thai Bank Public Company Limited (Krung Thai Bank), as lead lender in a two-tranche US$305 million syndicated loan to Precious Shipping Public Company Limited (Precious Shipping) and certain of its subsidiaries for the expansion of their fleet. Precious Shipping is the largest ship-owning company in Thailand, not only in terms of number of vessels, but in terms of cargo capacity as well. In addition to representing Krung Thai Bank as lead lender, Hunton & Williams also represented Siam City Bank PCL and Bank of Ayudhya PCL, which were part of the syndicate.

Morrison & Foerster has represented Chia Tai Enterprises International Limited (CTEI), a Hong Kong Stock Exchange listed company, in a series of agreements for the acquisition of the entire equity interests in 19 well established hypermarket stores operating in or near Shanghai for a total consideration of US$360 million from China Retail Fund (a close-end fund co-sponsored by American International Group), CP Seven Eleven (listed on the Stock Exchange of Thailand) and CP Holding (a BVI investment holding company). At the same time, CTEI and CP Holding have agreed for CTEI to divest of 11 hypermarket stores in northern China to CP Holding for a total consideration of US$56 million. The net consideration of US$305 million is payable by CTEI by a combination of new ordinary shares, preference shares and US$195 million in principal amount of convertible bonds. CTEI has separately also agreed to issue a further US$20 million of convertible bonds for cash. CTEI currently operates a total of 32 hypermarket stores located in cities in northern and southern China.

Nishith Desai Associates has advised Indiabulls Financial Services Limited (Indiabulls) in an approximately US$300 million capital raising by way of offering of equity shares in Indiabulls. This took the form of Global Depositary Receipts (GDR) priced at US$13.06 per GDR to be listed and traded on Luxembourg Stock Exchange (GDR Issue). Nishith Desai Associates acted as Indian legal counsel to the lead managers to the GDR Issue of the Company.

Paul, Hastings, Janofsky & Walker has represented SIG Asia Investments (SIG), IDG and Goldman Sachs in their US$25 million Series A preferred share investment in Impression Creative Inc. The financing was led by SIG.

Raslan Loong has acted the Malaysian law advisers to the joint lead managers Credit Suisse and CIMB (L) Limited of YTL Corp Finance (Labuan) Limited’s issuance of US$300 million zero coupon exchangeable bonds. This is the first equity-linked issue out of Malaysia this year, and only the third since the beginning of 2006. The bonds with a five-year maturity period are guaranteed by the parent company YTL Corporation Berhad and are exchangeable into shares of the parent company. YTL Corporation Berhad, is one of Malaysia’s largest public listed company that owns Wessex Water in the UK. It recently secured a WiMax license, has just won a $300 million government contract for the clean-up of rivers in Malaysia and has proposed to build a bullet train to Singapore.

Simmons & Simmons has advised Citigroup Global Markets Asia, JPMorgan Chase, Deutsche Bank and China International Capital Corp Securities as joint bookrunners and joint lead managers on a US$500 million guaranteed exchangeable bond guaranteed by China Overseas Holdings Limited (COHL). The zero coupon exchangeable bonds, due in 2014, are guaranteed by COHL and are exchangeable for shares of China Overseas Land & Investment Ltd, a Hong Kong-listed company of the mainland government’s construction ministry and a subsidiary of COHL.

Skadden Arps, Slate, Meagher & Flom has represented Central SAFE Investments, an entity created by The People’s Republic of China, in the placement of US$3 billion of China’s foreign exchange reserves in a pre-IPO acquisition of up to 10 percent of the non-voting common units of The Blackstone Group LP, a private equity firm.