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Deals – 24 April 2008

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Allen & Overy has advised AEGON International N.V. (AEGON) on its Sino-Foreign fund management joint venture with Industrial Securities. AEGON has secured a 49 percent stake in Industrial Fund Management Company (IFMC) while Industrial Securities will hold 51 percent. The joint venture will be renamed as AEGON Industrial Fund Management Company (AIFMC).

Allen & Overy has advised Dubai’s Depa Ltd (Depa) on its US$430 million IPO involving an international offering of shares on the Dubai International Financial Exchange (DIFX) and global depositary receipts on the London Stock Exchange. The listing is the first ever listing by a privately held UAE company on the DIFX and the first equity listing on DIFX this year. Depa has executed projects such as the Burj Al Arab, Burj Dubai, Emirates Palace Hotel in the UAE, and the Museum of Islamic Art in Qatar.

Amarchand & Mangaldas & Suresh A. Shroff & Co. acted for Goldman Sachs (GS) in its acquisition (through its indirect subsidiary, GS Strategic Investments Ltd), of 39.36 percent of the issued share capital in M Pallonji Enterprises Private Ltd (MPEL). The total cash consideration was INR1.84 billion (equivalent to US$46 million). MPEL currently holds 10 percent of the issued share capital of MetLife India Insurance Company Ltd, a public limited company.

Amarchand & Mangaldas & Suresh A. Shroff & Co. acted for Indiabulls in their joint venture agreement with Sogecap, the insurance arm of French financial major Societe General. The joint venture company will be called Indiabulls Societe Generale Life Insurance Company Ltd and will have an initial equity capital of INR3,000 million (equivalent to US$76 million).

Baker & McKenzie.Wong & Leow has advised the Al-Futtaim Group on its successful take-over of Singapore-listed Robinson and Company Ltd.

DLA Piper represented Shanghai Media Group Broadband subsidiary, SMGBB, a media application and service provider, in a significant round of equity financing, uniting SMGBB with Intel Capital to facilitate the co-development of wireless broadband and mobile technology for high-definition TV programmes.

Gide Loyrette Nouel A.A.R.P.I. (GLN) has advised Areva’s Transmission and Distribution Division (Areva T&D) on the creation of three joint venture companies in China as part of a US$20.4 million (€13 million) infrastructure investment plan. GLN’s China team assisted Areva T&D on the entire contractual process, including the drafting and negotiation of the joint venture agreements as well as technology license agreements.

KhattarWong acted for Aqua-Terra Supply Co. Ltd (Aqua-Terra) in the acquisition of 80 percent Oceanic Offshore Engineering Pte Ltd (Oceanic) by its wholly owned subsidiary, Marinehub Pte Ltd (the Acquisition). With the Acquisition, Oceanic becomes a subsidiary of Aqua-Terra. Oceanic is a company incorporated in Singapore and is a specialist for rigging and testing of wire ropes and related services.

Paul Weiss Rifkind Wharton Garrison LLP has represented IFIL Group, in its closing of an investment in Vision Investment Management Ltd, the holding company of an Asia-based alternative investment management group specializing in funds management, in the form of a 5-year mandatory convertible bond in the principal amount of US$90 million. On conversion the deal will entitle IFIL group to 40 percent of the equity capital of Vision.

Yuan Tai has represented Shenzhen-based asset manager China Southern Fund Management in the launch of China’s first overseas stock fund under the country’s Qualified Domestic Institutional Investor (QDII) scheme. Issued by CSRC in June, China’s QDII scheme is part of Beijing’s efforts to encourage capital outflow. China’s foreign exchange reserves swelled to US$1.33 trillion in the first half of 2007.

Yuan Tai has advised ICBC-Credit Suisse Asset Management in the launch of its first fund product under China’s QDII scheme. Only 12 fund managers have been granted QDII licences as yet; and since September only four have launched QDII funds.

Watson, Farley & Williams LLP has advised The CSL Group Inc. (CSL) on its sale to Altus Group Ltd (Altus) of indirect interests in the joint venture company, Paiton Shipping Inc., a subsidiary of which currently provides shipping services under a contract of affreightment to Indonesian independent power producer, PT Jawa Power.

Deals – 17 April 2008

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Allen & Overy advised a total of eight mandated lead arrangers (MLAs) on the US$3 billion financing for India’s passenger automobile and commercial vehicle manufacturing company, Tata Motors Ltd, in connection with its acquisition of a group of companies, including passenger vehicle companies Land Rover and Jaguar Cars Ltd, from Ford Motor Company. The MLAs that Allen & Overy advised were the Bank of Tokyo-Mitsubishi UFJ, Ltd., Citigroup Global Markets Asia Ltd, ING Bank N.V.‘s Singapore branch, J.P. Morgan Securities (Asia Pacific) Ltd, Mizuho Corporate Bank, Ltd., Standard Chartered Bank, State Bank of India and BNP Paribas, which provided the financing facility to TML Holdings Ltd, a newly incorporated special purpose subsidiary of Tata Motors Ltd.

AZB has represented GS Logistics Holdings Ltd, Mauritius in its acquisition of a shareholding of 24.69 percent in TVS Logistics Ltd (TVS). TVS is engaged in the business of providing logistics and supply chain management services mainly to the auto industry. The total consideration for the deal was approximately Rs. 94,44,27,244 / US$23,610,681.

AZB has represented Sharda Worldwide Exports Private Ltd (Sharda), an Indian company engaged in the business of registering and trading in agrochemicals, dyes and dye intermediates, chemicals, V belts and conveyor belts, in relation to the private equity investment by HEP Mauritius Ltd. The firm was involved in drafting and negotiating the transaction document and other related documents, and also advised Sharda on various Indian law issues.

Baker & McKenzie.Wong & Leow has advised Babcock & Brown Investment Holdings (Singapore) Pte Ltd on its recent investment in the Indian telecommunications sector. Babcock & Brown Investment Holdings (Singapore) Pte Ltd is part of the Babcock & Brown group of companies, which is an international investment and specialised fund and asset management group with longstanding capabilities in the creation, syndication and management of asset and cash flow-based investments.

Drew & Napier LLC acted as counsel to the rights issue of warrants of OSIM International Ltd (Osim) in the renounceable non-underwritten rights issue of up to 136,605,039 warrants (Warrants) at an issue price of S$0.09 for each Warrant. Assuming full subscription of the Rights Issue of Warrants of 136,605,039 Warrants, the estimated net proceeds will be approximately S$12 million, after deducting estimated expenses of approximately S$0.3 million.

Milbank, Tweed, Hadley & McCloy LLP has represented ProtoStar Ltd (ProtoStar), in a US$245 million financing to enable it to launch and operate the ProtoStar II satellite. The new debt facility consisted of a US$200 million term loan with Credit Suisse serving as Sole Bookrunner and Co-Lead Arranger, and Jefferies & Co. acting as Co-Lead Arranger. The placement brought together a syndicate of lenders from Asia, Europe and the U.S.

Rajah & Tann LLP acted as legal advisers to Zaino as to Singapore Law in connection with the listing of Zaino, a PRC company incorporated in Bermuda in the business of designing, developing, manufacturing and selling backpacks and luggage and the net proceeds of the offering amount to approximately S$80.5 million. The IPO was made by way of an Offering in respect of 145,000,000 ordinary shares of Zaino at S$0.001 each by way of public offer and placement of 2,000,000 Offer Shares at S$0.60 and 143,000,000 Placement Shares at $0.60 respectively.

Sheppard Mullin has represented DM Label Group in its acquisition by Avery Dennison Corporation. DM Label Group has 11 manufacturing facilities in six countries, including China, Vietnam, Malaysia, Indonesia, Taiwan and the U.S.

WongPartnership LLP acted for Global A&T Electronics Ltd, a special purpose company formed by TPG Capital and Affinity Equity Partners, in the financing of the proposed acquisition of Singapore’s No. 2 provider of chip-testing services, United Test and Assembly Center Ltd, valued at US$1.5 billion, with JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent.

WongPartnership LLP acted for the lenders Oversea-Chinese Banking Corporation Ltd and United Overseas Bank Ltd in the acquisition financing of a prime ‘white site’ at Marina View which was purchased by a Macquarie Global Property Advisors entity from the Urban Redevelopment Authority of Singapore for approximately US$1.46 billion.

WongPartnership LLP acted for the syndicate of banks in the real estate acquisition and development financing of up to US$0.91 billion to South Beach Consortium Pte. Ltd. to part-finance the purchase of the former NCO Club site at Beach Road, what is likely the last major historically iconic site in Singapore with four buildings gazetted as ‘Conservation Area’ under the Planning Act, on which the South Beach Project (a revolutionary New Eco-Quarter) will be developed.

Yuan Tai has represented Shenzhen-based asset manager China Southern Fund in the launch of China’s first overseas stock fund under the country’s Qualified Domestic Institutional Investor (QDII) scheme. Issued by the China Securities Regulatory Committee in June, China’s QDII scheme is part of Beijing’s efforts to encourage capital outflow. China Southern Fund was the first Chinese FMC to secure QDII approval and to launch QDII fund product.

Deals – 25 May 2007

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Alban Tay Mahtani & de Silva has represented Aman Resorts in a landmark trade marks case in Singapore. The decision, delivered on May 11, 2007 by the Singapore High Court, found Amanresorts’ various AMAN trade marks including AMANUSA were well known trade marks in Singapore. Amanresorts Ltd and Amanresorts International Pte Ltd , which owns and manages 18 luxury resorts worldwide, sued Novelty Pte Ltd, a local property developer for using the name AMANUSA as the name of its condominium project located at Yio Chu Kang Road. AMANUSA is the name of Amanresorts’ luxury resort in Bali. In allowing the claim for passing-off, Justice Tay Yong Kwang found that the use of the AMANUSA name by Novelty Pte Ltd was likely to cause damage to the goodwill of the Amanresorts Group in the Amanusa name. Justice Tay also found that the Amanresorts Group’s various AMAN trade marks including the AMANUSA trade mark are well known trade marks under the Trade Marks Act and that the Plaintiffs were entitled to an injunction to restrain the Defendant from using the AMANUSA name as the name of its condominium.

Clayton Utz has advised on the US$408 million acquisition by the world’s largest nickel producer, Russian-based MMC Norilsk Nickel, of the global nickel business of OM Group Inc. Clayton Utz represented MMC Norilsk Nickel as Australian counsel on the transaction. Canadian firm Hogan & Hartson was lead counsel on the deal, which closed on March 1, 2007. MMC Norilsk Nickel is the world’s largest producer of nickel and palladium, and a leading producer of platinum and copper. The acquisition is part of Norilsk Nickel’s strategy to enhance its production capacity and build its international business, including in Australia.

Cleary Gottlieb has represented Indian pharmaceutical firm Wockhardt Limited in its acquisition of Negma Laboratories, a deal that will make Wockhardt Europe’s largest Indian pharma company. The US$265 million all-cash transaction signed on May 2 and closed on May 16. Negma is Wockhardt’s largest acquisition to date and its fifth in Europe. Wockhardt is a global pharmaceutical and biotechnology company with a portfolio of 130 products in Europe. Negma is the fourth largest independent pharmaceutical group in France with 172 patents.

Freshfields Bruckhaus Deringer has acted as airline counsel for Lion Air in the purchase of several new Boeing aircraft. On April 27, 2007, Lion Air took delivery of the first 737-900ER aircraft manufactured by Boeing. To date, Lion Air has ordered 60 737-900ERs valued at over US$3 billion. The aircraft, the newest member of Boeing’s Next-Generation 737 airplane family, increases the capability of the 737 by carrying more passengers and extending its range. HSH Nordbank AG arranged the financing by way of a multi-jurisdictional leasing structure through France.

Freshfields Bruckhaus Deringer has advised State Capital Investment Corporation , the Government of Vietnam holding company, on the sale of a 30 percent strategic interest of Pacific Airlines to the Qantas group. The US$50 million deal was signed on April 26, 2007.

Freshfields Bruckhaus Deringer has advised Prudential Vietnam Assurance Private Limited on its investment in the Greenfeed group. The investment was made through PCA International Funds SPC Vietnam Segregated Profolio (VSPC) (the Singaporean fund of Prudential) which acquired shares of Oriental Ford Holdings Limited (Oriental Ford), a Hong Kong company, which is the holding company of Greenfeed (Thailand) Company Limited and Greenfeed (Vietnam) Company Limited. Monies and shares were transferred on April 27, 2007. The total value of the transaction was US$8.06 million and VSPC now owns a 35.97 percent interest in Oriental Ford.

Freshfields Bruckhaus Deringer has advised Shimao Property Holdings (Shimao) on the US$701 million placing of a total of 305.8 million shares. Shimao plans to use the proceeds to finance new projects which include investments in hotels, retail units and residential apartments. They will also use the funds raised to expand through further acquisitions.

Freshfields Bruckhaus Deringer has advised Li & Fung on its debut US$500 million 10-year Reg-S senior unsecured fixed rated bullet bond. This is Li & Fung’s first dollar bond, rated A-/A3 and managed by Citigroup and HSBC. The proceeds will be used primarily for refinancing existing debt, business development and acquisitions.

Herbert Smith has advised Greentown China Holdings Limited, a leading mainland property developer, on two successful fundraisings which raised approximately HK$4.62 billion (circa US$600 million). On May 14, Greentown completed a top-up placing of 141.5 million shares at HK$16.35 per share, followed by a top-up subscription that raised approximately HK$2.31 billion (approximately US$300 million). The placement represents 10.25 percent of the company’s existing share capital. JP Morgan and UBS were joint bookrunners. Within a week of closing the equity transaction, Herbert Smith again acted for Greentown, this time on its offering of RMB2.31 billion (approximately US$300 million) US dollar-settled zero-coupon convertible bonds, due 2012. The offering, led by UBS and Lehman Brothers as joint bookrunners, launched on May 10, and successfully closed on May 18. The bonds are listed on the Singapore Exchange Securities Trading Limited. The proceeds from the share placement and convertible bonds will be used by the Group to fund further land acquisitions, to finance the development of new projects and for general working capital requirements.

Jones Day has advised Hong Kong listed CITIC Resources Holdings Limited in a US$1 billion global offering of 6.75 percent senior notes issued by its subsidiary, CITIC Resources Finance (2007) Limited, and guaranteed by CITIC Resources. The sale of the seven-year notes, one of the largest ever offerings of high yield notes by an Asian issuer, was managed by Bear Stearns and Morgan Stanley and included offerings in the United States pursuant to Rule 144A and outside the US under Regulation S. Jones Day acted as United States and Hong Kong counsel to the issuer and the guarantor.

Latham & Watkins has represented Credit Suisse and Morgan Stanley as joint bookrunners in connection with Motech Industries’ international offering of 18,000,000 global depositary shares (GDSs) and certain shareholders’ offering of 700,000 GDSs. The offering raised a total of US$218,977,000. Motech Industries Inc is one of the world’s leading manufacturers of photovoltaic cells and is listed on the GreTai Securities Market in Taiwan. Motech Industries Inc is the largest solar cell manufacturer in Taiwan and this offering represented the first Global Depositary Share Offering by a Taiwanese solar company.

Linklaters has advised United Spirits Limited (USL) on its £595 million acquisition of the Whyte & Mackay Group from family trusts associated with Vivian Imerman and Robert Tchenguiz, including advising on the acquisition finance provided by Citibank and ICICI Bank. The deal was announced on May 16, 2007. USL forms part of the UB Group, a Bangalore-based conglomerate. It is the world’s third largest producer of spirits and markets more than 140 brands, the best known of which (outside India) is Kingfisher Lager. Whyte & Mackay is one of the largest producers of Scotch whisky in the world and is Britain’s largest producer of own-label Scotch. The acquisition was funded by two entirely separate bank facilities totalling more than US$1.2 billion: a £325 million leveraged acquisition arranged by ICICI Bank UK plc, to be secured on the assets of the target, Whyte & Mackay; and a US$618 million leveraged loan arranged by Citigroup, secured on the assets of USL which effectively funded USL’s equity component.

Makarim & Taira S has represented Deutsche Bank AG, Hong Kong branch and JP Morgan Securities Ltd, in the offering and issuance of US$125,000,000 Zero Coupon Guaranteed Convertible Bonds due 2012 (Bonds) by BLT Finance BV, an indirect wholly owned subsidiary of PT Berlian Laju Tanker Tbk (BLT). BLT is one of Indonesia’s biggest shipping companies, and the first Indonesian company which has carried out a dual offshore share listing with the Singapore Securities Trading Limited in 2006. BLT also recently issued US$400,000,000 Guaranteed Senior Notes due 2014 by BLT Finance BV. Makarim & Taira S was involved in both their 2006 dual listing and the issue of the Notes. The Bonds were unconditionally and irrevocably guaranteed by BLT. The Bonds are listed with the SGX. The proceeds from the issuance of the Bonds will be used for the repayment of certain existing debts or bank facilities.

Orrick, Herrington & Sutcliffe has been involved in the closing of one of the largest securitisation transactions in Asia to date. The transaction involved the US$1.29 billion securitisation of a portfolio of residential mortgage loans originated by Standard Chartered First Bank Korea (SCFB). Orrick advised Standard Chartered Bank as arranger and swap provider in relation to the issuance of the RMBS, which are listed on the Irish Stock Exchange. Securitisation and the broader field of structured finance are among the fastest growing and evolving sectors in capital markets around the world and financial institutions across Asia have clearly recognized the advantages of more sophisticated debt markets.

O’Melveny & Myers has represented Acorn International Inc (Acorn), a leading integrated multi-platform marketing company in China, in its US$119.4 million initial public offering on the New York Stock Exchange. The offering initially consisted of 7.7 million ADSs at $15.50 per ADS– 6.7 million ADSs offered by Acorn and 1 million offered by selling shareholders. Acorn issued an additional 1 million ADSs following the underwriters’ exercise of their over-allotment option. Acorn will use its proceeds from the offering to enhance its operational platform, develop brands and products, and for other general corporate purposes. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc acted as joint book-running managers.

O’Melveny & Myers has represented Symantec Corp in its partnering with Huawei Technologies Co Ltd to form a new US$300 million joint venture company.

Sidley Austin has advised JP Morgan Securities Limited and ING Bank, London Branch, as initial purchasers in connection with the issuance by Indo Integrated Energy BV of its US$250 million 8.50 percent Senior Notes due 2012. The Notes are guaranteed by the issuer’s parent, PT Indika Inti Energi, a leading Indonesian energy conglomerate with a 46 percent equity interest in the third-largest coal mine in Indonesia. Sidley created a unique structure using customary high-yield covenants to capture the dividend stream from the minority-owned coal asset, which comprised an integral part of the credit.

Sullivan & Cromwell has represented Koninklijke Philips Electronics NV (Philips) as the sole selling shareholder in connection with the SEC-registered offering of 240 million American Depositary Shares (ADRs) of Taiwan Semiconductor Manufacturing Company Limited (TSMC). TSMC is the world’s largest semiconductor foundry, in an SEC-registered secondary offering at a price of US$10.68 per ADS. The total offering size was US$2.56 billion, underwritten by Goldman Sachs and JP Morgan without an overallotment option. The sale of these shares, which represented approximately 4.6 percent of TSMC’s outstanding common stock, reduced Philips’s holdings in TSMC to 8.13 percent.

Deals – 16 August 2007

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Clifford Chance has advised Dubai Financial Group on a US$600 million investment in 15 percent of the share capital of Bank Muscat of Oman. The transaction will take place by way of private placement of new shares and is subject to regulatory and shareholder approval. The investment represents the single largest cross border investment in the GCC’s banking sector. Dubai Financial is part of the Dubai Holding group, which also owns Dubai International Capital and Jumeirah Hotels.

Clifford Chance has advised HSBC, which is the financial adviser to Dubai Financial Market (DFM). DFM commenced a 25 percent stakebuilding for OMX, a Swedish stock exchange company that operates markets in Scandinavia and the Baltic region. OMX is currently the subject of a recommended bid from NASDAQ.

Khaitan & Co has advised Himatsingka Seide Limited (HSL), India, in relation to all aspects of the acquisition of 80 percent Interest in Divatex Home Fashions Inc, a company based in New York and engaged in the distribution of Textile Home Furnishing Products primarily in North America through various formats of retailers. Divatex is among the top three distributors of bed linen products in the US and had a total turnover of US$151 million as of December 2006. KCO advised HSL on all matters relating to the acquisition including structuring, due diligence, negotiations and documentation. The total consideration being US$53 million, the transaction was closed within 95 days of the execution of the LOI. This acquisition of a foreign company by HSL follows the acquisition of Giuseppe Bellora SpA of Italy in February 2007. These two companies have a combined revenue of INR800 billion which puts HSL in the top bracket in the branded home textile sector.

Khaitan & Co is advising Motilal Oswal Financial Services Limited in relation to all aspects of the Initial Public Offering. The total issue size is INR200 crores (approximately US$49 million). The scope of work includes conducting the due diligence, drafting and commenting on the draft prospectus, drafting the related agreements and documents and advising on various nuances of the transaction. Citigroup is the Book Running Lead Managers for the issue.

Khaitan & Co is acting as the domestic legal counsel to the Book Running Lead Managers (BRLMs), Co-Book Running Lead Managers (Co-BRLMs) in relation to domestic add-on offer of equity shares and simultaneous ADS issue of ICICI Bank Limited. The total issue size of the combined add-on offer is INR175 billion (US$4.34 billion). The issue consists of domestic equity size of INR87.5 billion (US$2.16 billion) along with Greenshoe option of INR13.12 billion (US$0.324 billion) and simultaneous ADS issue of the identical value. The Red Herring Prospectus for the issue was filed on June 11, 2007. The scope of work includes conducting the due diligence, drafting and commenting on the draft prospectus and assisting the BRLMs in dealing with Security Exchange Board of India (SEBI) observations, drafting the related agreements and documents and advising the BRLMs on various nuances of the transaction, which is one of the biggest issue by an Indian company.

Latham & Watkins LLP has represented Neo-China Group (Holdings) Limited in connection with its US$400 million sale of high yield senior notes and warrants. BOC International and Deutsche Bank Securities acted as the joint underwriters to the offering. Neo-China Group (Holdings) Limited’s principal activities are the development and selling of properties and investing in office and commercial premises for their rental income potential.

Morrison & Foerster‘s China team has represented China International Marine Containers (Group) Ltd in its US$145 million (HK$1.13 billion) acquisition of a 42 percent controlling interest in a Hong Kong listed company, Enric Energy Equipment Holdings Limited (Enric), which was completed on August 7, 2007. The acquisition will also trigger a US$199 million (HK$1.55 billion) general offer under the Takeovers Code of Hong Kong to acquire the remaining 58 percent of Enric. Once completed, the transaction will be the first cross-border acquisition by an A-Share listed Chinese company of a red-chip or Hong Kong offshore-listed company with operations mainly in China.

Mori Hamada & Matsumoto has advised and represented China Boqi Environmental Solutions Technology (Holding) Co., Ltd. (Code 1412) regarding their Initial Public Offering (IPO) on the first section of the Tokyo Stock Exchange (TSE), that took place today. This is the first IPO by a mainland Chinese company on the main board (first section) of the TSE and the first sole listing on the main board of the TSE by any non-Japanese company.

Mori Hamada & Matsumoto has advised and represented a Chinese company, Asia Media Co, regarding their IPO listing on the Mothers market (a section for start-up companies and distinct from the main board) of the Tokyo Stock Exchange this April.

O’Melveny & Myers has represented Scientific Games Corporation (Nasdaq: SGMS) in connection with its agreement to acquire a 50 percent interest in the ownership of Guard Libang, a leading provider of instant lottery ticket cooperative services in China, for approximately US$27 million. Guard Libang, an indirect subsidiary of Rex Capital Financial Holdings Limited (stock code: 0555.HK), provides technical upgrade and construction services to the instant ticket management and sales system of the China Welfare Lottery in 17 provinces and distributes instant lottery tickets in more than 30 cities under a cooperative services approach.

Sidley Austin has acted for China Development Bank (CDB), a government policy-oriented statutory financial institution in China and a long-standing client of the firm, in its recent renminbi bond offering in Hong Kong. The offering of 5.0 billion renminbi three percent bonds due 2009 by CDB consisted of a Hong Kong public subscription and Regulation S institutional placement. The transaction, the first offering of renminbi-denominated bonds by a PRC institution outside mainland China, was part of a PRC government initiative to introduce the country’s currency to the international financial markets in preparation for RMB’s eventual free convertibility

In one of Asia’s most anticipated and successful hedge fund start-ups, Sidley Austin has represented Hong Kong-based hedge fund manager Abax Global Capital in the first globally offered hedge fund to launch in Hong Kong with investor demand exceeding US$1 billion. The Fund represents the first mega launch of the new special situations hybrid funds in Hong Kong and marks an important milestone in the development of the Asian hedge fund industry.

The Weinstein Company has announced the launch of a US$285 million film fund, which will finance the development, production, acquisition, marketing and distribution of various Asian-themed films over the next six years. Paul, Weiss represented Goldman Sachs, which will be structuring the fund and acting as exclusive placement agent.

WongPartnership has acted for Fujian Zhenyun Plastics Industry Co Ltd in its initial offering of New S Shares. This is only the third S share listing in Singapore, at the time of listing.

Deals – 10 May 2007

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Allen & Overy Shook Lin & Bok has advised Malayan Banking Berhad (Maybank) as obligor and MBB Sukuk Inc as issuer in relation to the issuance of a US$300,000,000 Subordinated Sukuk due 2017, callable with step-up in 2012 and with subordinated recourse to Maybank. This Subordinated Islamic Sukuk issue breaks new ground in Islamic financing as it is the world’s first Islamic Sukuk issuance to qualify as bank regulatory capital. Maybank secured the approval from Bank Negara Malaysia to qualify the issuance as lower Tier-2 regulatory capital for Maybank.The proceeds from the issue will be used to fund Maybank’s Islamic banking operations and for general Islamic purposes. The Joint Bookrunners and Joint Lead Managers were Aseambankers Malaysia Berhad, The Hongkong and Shanghai Banking Corporation Limited, Offshore Banking Unit, Labuan and UBS AG, Labuan Branch.

Baker & McKenzie has advised and assisted Qantas with finalising the 30 percent acquisition of Pacific Airlines, a Vietnamese air carrier that will be re-structured into a low cost carrier under a business plan jointly developed by Qantas, Pacific Airlines and the State Capital Investment Corporation (SCIC). The deal size is about US$50 million, payable in tranches over the next few years. SCIC, the new investment holding company of the State of Vietnam, is currently the majority shareholder of Pacific Airlines. This deal marks an important step in Vietnam’s privatisation/equitisation program, is the first case of foreign investment in a Vietnamese air carrier and SCIC’s first deal involving foreign strategic investors.

Johnson Stokes & Master (JSM) has advised Main Board listed Forefront International Holdings Limited (Forefront) on its successful corporate rescue and resumption of trade. Forefront’s shares resumed trade on April 18, 2007 after having been continuously suspended since May 2004 following allegations of irregularities being made against certain former substantial shareholders and board members and Commercial Crime Bureau investigations. The resumption of trade was the culmination of nearly three years work beginning when JSM was instructed by the liquidators of two of Forefront’s former substantial shareholders and later Forefront following the liquidators reconstituting the board and management following a hostile board spill at the 2004 AGM.

Latham & Watkins has acted as international counsel to China Properties Group Limited in connection with its offering of US$300 million 9.125 percent senior notes due 2014. China Properties Group is a leading property development company that focuses on Shanghai and Beijing markets and is involved primarily with large-scale residential and commercial projects. This is the largest Chinese high-yield bond this year. Merrill Lynch & Co acted as the global coordinator, bookrunner and co-lead manager for the offering.

Lovells has advised the Millea Holdings Inc and its subsidiary Tokio Marine & Nichido Financial Life Insurance Co Ltd on a related series of novel new annuity reinsurance and risk management structures. The transactions saw Tokio Marine & Nichido Financial Life enter into a series of structured reinsurance treaties which facilitated the initial transfer of approximately US$8.5 billion of insurance claims risk under their variable annuity life products. Under these structures, Tokio Marine & Nichido Financial Life taps into the international reinsurance markets as well as the international capital markets to hedge the financial market exposures inherent in some of the guaranteed minimum benefits in Tokio Marine & Nichido Financial Life’s variable annuity products. Lovells led the transactions for Millea and Tokio Marine & Nichido Financial Life from its offices in Tokyo, New York and London drawing on its global insurance and finance expertise. The transactions f ollow an earlier risk transfer deal of approximately US$2 billion concluded for Tokio Marine & Nichido Financial Life by the Lovells team in September last year.

Makarim & Taira S has represented Deutsche Bank Securities Inc and JP Morgan Securities Ltd, in the offering and issuance of US $400,000,000 Guaranteed Senior Notes due 2014 (Notes) by BLT Finance BV, an indirect wholly owned subsidiary of PT Berlian Laju Tanker Tbk (BLT). BLT is one of Indonesia’s biggest shipping companies, and the first Indonesian company to have carried out a dual offshore share listing with the Singapore Exchange Securities Trading Limited (SGX) in 2006. Makarim & Taira S was also involved in their 2006 dual listing in Singapore. The Notes were guaranteed by BLT and certain of its subsidiaries, and secured by a pledge of shares in BLT Finance BV and the assignment of BLT’s rights and interests under an inter-company loan. The Notes are listed with the SGX. The proceeds from the issuance of the Notes will be used for the acquisition of vessels, repayment of certain existing debts and general corporate purposes.

Makarim & Taira S has represented Lehman Brothers acting as the financial adviser and placement agent in relation to the equity private placement of up to 24.9 percent shares in PT Davomas Abadi Tbk owned by some of its controlling shareholders. PT Davomas Abadi Tbk is one of Indonesia’s top producers of cocoa butter and cocoa powder.

O’Melveny & Myers has represented International Game Technology, the global specialist in the design, development, manufacturing, distribution, and sale of computerised gaming machines and related systems, in its strategic alliance with China LotSynergy Holdings Limited.

Stephenson Harwood & Lo (SHL) has advised Noble Jewelry Holdings Limited on their listing on the Main Board of The Stock Exchange of Hong Kong Limited. Trading of its shares, under the stock code 475, commenced on April 17, 2007. Noble is a Hong Kong-based fine jewellery design, manufacture and services company. They provide integrated services to jewellery retailers and wholesalers in the United States and countries and territories in the Middle East, Europe and the Asia-Pacific region. Noble’s headquarters are situated in Hong Kong with production support from its plant in Panyu, Guangzhou in the People’s Republic of China. Noble also has business presences in London and New York, and is one of the few foreign jewellery companies with a liaison office in India. The share offer raised HK$117 million in total. Noble is one of the few listed companies on the Main Board engaged in the jewellery industry.

Deals – 17 May 2007

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Baker & McKenzie has advised Hong Kong-listed China LotSynergy Holdings Limited (CLS) on its strategic alliance with International Game Technology (IGT) to further expand its business in the welfare lottery market in China. The Subscription Agreement and Technical Cooperation Agreement were signed on May 1, 2007. Completion is scheduled to take place on or before May 31, 2007. IGT will invest approximately US$103 million in CLS, partly in the form of equity and partly in the form of a convertible note. Through the strategic alliance with CLS, IGT will be able to gain access to the fast-growing welfare lottery market in China, while CLS will be able to source advanced gaming technology to support its business expansion in China. UBS Investment Bank acted as the financial adviser to CLS.

Cleary Gottlieb has represented Citigroup and Deutsche Bank as joint global coordinators and joint bookrunners and DBS Bank as joint lead manager in the initial public offering of Rickmers Maritime. The offering, which raised approximately US$176 million for Rickmers Maritime, closed May 5, 2007. The offering consisted of 169,679,000 Rickmers Maritime common trust units that were listed on the on the Singapore Stock Exchange. In addition to a Singapore public offering, the trust units were offered outside of Singapore under Regulation S and Rule 144A. Rickmers Maritime, which is sponsored by the German shipping operator Rickmers Group, will own and operate large containerships chartered to leading shipping lines.

Cleary Gottlieb has served as transaction counsel in GS Caltex Corporation’s US$500 million 144A/Reg S offering of 5.50 percent notes due April 2017. The notes were listed on the Singapore Stock Exchange. Barclays Capital, Citigroup, Deutsche Bank Securities and Goldman Sachs International served as joint book-runners in the transaction, which priced on April 17 and closed May 5, 2007. GS Caltex is one of the largest petroleum refining companies in Korea, and a leading producer of certain petrochemical products. Cleary was transaction counsel in similar offerings in 2004, 2005 and 2006.

Herbert Smith has advised Morgan Stanley, Goldman Sachs and UBS as placing agents for Shimao Property Holdings Limited, a leading Shanghai-based property developer, on its placing of existing and new shares for HK$5.47 billion (US$701 million). The transaction was the largest placement this year by a Hong Kong-listed company. A total of 305.8 million shares were offered at HK$17.88 per share. The funds raised will be used by Shimao Property to finance the group’s projects, new investments and further acquisitions, including a major new development in Beijing. Morgan Stanley was the sole bookrunner for the deal, while Goldman Sachs and UBS acted as the joint lead managers. Herbert Smith advised on both the Hong Kong and US law aspects of the transaction.

Linklaters has advised Bank of Communications Co Ltd on its RMB25.2 billion (approx. US$3.3 billion) A share offering which is the fourth biggest fund raising in China to date. The A shares were admitted for listing on the Shanghai Stock Exchange on May 15, 2007. The listing attracted substantial interest from the market with lock-up capital amounting to a record high of RMB145.5 billion (approx. US$19 billion). Bank of Communications now has a market capitalisation of US$51 billion. It is the fifth largest commercial bank in China with an extensive network in China and branch offices in Hong Kong, New York, Tokyo and Singapore. It is also listed on The Stock Exchange of Hong Kong. Linklaters previously advised Bank of Communications on its Hong Kong listing in June 2005. This was the first PRC bank to list outside of China and the Hong Kong offering was 204 times over-subscribed.

Lovells Lee & Lee has acted for The Bank of New York in its role as Trustee on the issue of Series A US$15 million and Series B US$10 million (subject to an option in respect of US$5 million of Series B Bonds) foreign currency convertible bonds unsecured foreign currency convertible bonds due 2012 convertible into the ordinary shares of an Indian public listed company (the FCCBs).

Lovells Lee & Lee has acted for The Bank of New York in its role as Trustee on the issue of US$12 million (subject to an over-allotment option of up to an additional US$3 million) 1 percent unsecured foreign currency convertible bonds due 2012 convertible into the ordinary shares of an Indian public listed company (the FCCBs).

Lovells Lee & Lee has acted for Deutsche Trustee Company Limited as Trustee on the issue of US$6 million 1.5 percent unsecured foreign currency convertible bonds due 2012 (subject to an over-allotment option for up to US$4 million of bonds) convertible into the ordinary shares of an Indian public listed company (the FCCBs).

Lovells Lee & Lee has acted for ICICI Bank Limited, Singapore Branch in its arranging of a US$50 million syndicated term loan facility to Unitech Limited of India. The syndicate of lenders comprised of two banks.

O’Melveny & Myers has represented Lehman Brothers and Jefferies & Company as joint bookrunners in Comtech Group’s US$110 million follow-on public offering. Co-managers for the offering were Bear, Stearns & Co, Needham & Company and CE Unterberg, Towbin. Comtech Group offered 5.5 million shares at $17.50 per share, 4.4 million of which were sold by Comtech Group and 1.1 million of which were sold by the selling shareholders. The underwriters also exercised their greenshoe option in full thereby permitting Comtech and the selling shareholders to sell an additional 660,000 shares and 165,000 shares, respectively. Comtech Group provides customised module design solutions for a diverse set of applications and end markets, serving as a gateway for its technology component suppliers to access leading electronics manufacturers in China.

O’Melveny & Myers has represented UBS as the lead underwriter in Qiao Xing Mobile Communication Co Ltd’s (Qiao Xing) US$160 million initial public offering on the New York Stock Exchange. Qiao Xing offered 13,333,334 shares at US$12 per share, 12,500,000 of which were sold by Qiao Xing and 833,334 of which were sold by selling shareholders. Qiao Xing and the selling shareholders have agreed to sell up to an additional 2,000,000 shares to the underwriters to cover over-allotments, if any. Qiao Xing is one of the leading domestic manufacturers of mobile handsets in China in terms of unit sales and sells its handsets under the CECT brand name.

Orrick, Herrington & Sutcliffe has advised Florens Maritime Limited and its parent company COSCO Pacific Limited (CPL) on a US$500 million financing in Macau. The financing was a club deal involving 17 international and Chinese banks, led by The Bank of Tokyo-Mitsubishi USJ Ltd. The deal was completed in four weeks, and was nearly 60 percent oversubscribed. The transaction was structured, bid, mandated and documented by Florens and CPL and their counsel, Orrick, Herrington & Sutcliffe. COSCO Pacific is one of the largest container terminal operating companies in China and throughout the world, and, through its Florens subsidiary, is also the world’s third largest container leasing company. CPL is listed on the Hong Kong Stock Exchange and is a constituent member of the Hang Seng Index and recipient of numerous awards for corporate governance.

Paul, Hastings, Janofsky & Walker has represented Kingdom Hotel Investments (KHI), a London- and Dubai-listed international hotel and resort investment company in its US$58 million acquisition of the Traders Hotel, a leading hotel in Kunshan, China with 387 rooms. This is KHI’s first acquisition in the important and rapidly growing Chinese hotel market and further expands its portfolio of properties in Asia.

Paul, Weiss, Rifkind, Wharton & Garrison has acted as advisors to Oaktree Capital Management on its acquisition of Fu Sheng Industrial Co Ltd, the world’s largest maker of golf club heads and a leading maker of air compressors, in a deal valued at up to $1 billion, including debt. Oaktree has made the offer through its wholly-owned Taiwanese subsidiary Valiant International Co Ltd. Mr Lee Hou Teng, Founder and Chairman of Fu Sheng, and a number of his family members, who collectively own approximately 46.8 percent of the outstanding shares of Fu Sheng, have agreed to tender their shares to Valiant in the tender offer and reinvest a substantial portion of the net proceeds from such sales in a holding company that will own 100 percent of the equity interest in Valiant. This is the first tender offer by a foreign private equity fund for a leveraged buyout in Taiwan.

Skadden Arps, Slate, Meagher & Flom is representing 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 acted for Asia Mobile Holdings in relation to the US$960 million bridge loan financing. Asia Mobile Holdings is an indirect subsidiary of ST Telemedia and is a joint venture between ST Telemedia and a Qatari telco.

WongPartnership has acted for TFO Investment Pte Ltd in the sale of 112 Robinson Road, a freehold 14-storey office building in Singapore, for a total consideration of US$78.32 million.

Deals – 15 March 2007

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Debevoise & Plimpton LLP has advised Mitsui & Co Ltd in its US$30 million investment in Brightstar Logistics Pte Ltd, a Singapore company wholly-owned by Brightstar Corp, the worldwide leading wireless device distribution and supply chain solutions company, serving manufacturers, operators and retailers.

Herbert Smith has advised Credit Suisse and Macquarie as joint sponsors on the listing of Samling Global, a Malaysian-based integrated forest resource and wood products company, which raised HK$2.18 billion (US$280 million). Samling successfully offered a total of 1.05 billion shares, which have been priced at the top of its range at HK$2.08 per share. The company may issue an additional 157,000,000 shares under an option granted to the underwriters of the share offering, allowing it to raise a further HK$326 million (US$41 million). The local retail investors’ tranche was more than 900 times oversubscribed, while the institutional tranche was also significantly oversubscribed.

Khaitan & Co has advised Zensar Technologies Inc, a California corporation and its parent company, Zensar Technologies Limited, an Indian company listed with the Bombay Stock Exchange in relation to all aspects of the acquisition of the business of ThoughtDigital a Delaware company from SOA Software Inc and ThoughtDigital LLC, Delaware corporations. Khaitan & Co acted as the Indian legal advisors to the Acquirer and advised in relation to all aspects of the transaction. The total deal value is approximately US$25 million.

Khaitan & Co has advised the Indian joint venture partners, RP Goenka Group of Companies, in relation to the acquisition of 29 percent stake in Zensar Technologies Limited – a leading listed software development company in India from the foreign joint venture partners (Fujitsu) for an undisclosed sum.

Latham & Watkins LLP has represented Xinhua Finance Media Limited (Xinhua Finance Media) in connection with its initial public offering of 23,076,923 American Depositary Shares, representing 46,153,846 common shares listed on NASDAQ. The offering raised approximately US$300 million. JPMorgan and UBS Investment Bank acted as the joint global bookrunners on the transaction. Xinhua Finance Media is a leading diversified media company in China, providing financial information and media services.

Linklaters has advised internet and media company, Tom Group Limited, as bidder, on the proposed HK$1.77 billion possible privatisation of Tom Online Inc. Tom Online is listed on both the Growth Enterprise Market in Hong Kong and on NASDAQ in the United States. The privatisation is subject to the scrutiny of securities regulators in both jurisdictions, as well as the Court in the Cayman Islands where Tom Online is incorporated.

Lovells has advised Mitsubishi Corporation (Mitsubishi) and Japan Petroleum Exploration Co Ltd (JAPEX) on the acquisition of an indirect 50 percent working interest in the Kangean Production Sharing Contract (Kangean PSC) in Indonesia for a headline value of US$360 million. Through the acquisition documents, Mitsubishi and JAPEX will each assume an indirect 25 percent working interest in the Kangean PSC as well as agreeing to carry a substantial portion of Indonesian publicly listed oil and gas company PT Energi Mega Persada Tbk’s (EMP) remaining development capex obligations for Kangean’s major projects. The total subscription price being invested by Mitsubishi and JAPEX in the transaction is US$360 million. The transaction involves Mitsubishi and JAPEX subscribing for new shares in Energi Mega Pratama Inc, a subsidiary of EMP, to dilute EMP’s current 100 percent shareholding to 50 percent.

Lovells Lee & Lee in Singapore has acted for Natixis, Singapore Branch in its arranging of a US$75 million one-year syndicated term loan facility to Andhra Bank of India. The syndicate of lenders comprised 11 banks.

O’Melveny & Myers has represented Morgan Stanley Dean Witter Asia Limited in the initial public offering of Intime Department Store (Group) Company Limited (Intime). Intime, the largest department store chain in Zhejiang province, will list on the Main Board of the Stock Exchange of Hong Kong Limited. Intime will issue 450,000,000 shares in the global offering, of which 90 percent or 405,000,000 shares, will be initially placed under the international placement and the remaining 10 percent or 45,000,000 shares, will be initially offered to public for subscription under the public offering in Hong Kong, the arrangement of which will be subject to reallocation of Offer Shares and be adjusted upon the exercise of Over-allotment Option. Morgan Stanley Dean Witter Asia Limited is Sole Global Coordinator, Bookrunner, Sponsor and Lead Manager of the Global Offering.

Paul, Hastings, Janofsky & Walker LLP has advised Citigroup Property Investors (CPI), the real estate investment business of Citigroup Inc, in the formation and final closing of a US$1.29 billion fund to invest in real estate and related assets in the Asia-Pacific region. The new fund, CPI Capital Partners Asia Pacific LP, is Citigroup Property Investors’ first fund to invest in real estate in Asia. The fund will primarily focus on real estate investments in China and India. Citigroup has committed US$200 million to the fund, which will be managed by a Hong Kong-based team.

Paul, Hastings, Janofsky & Walker LLP has represented COTCO Group in the sale of COTCO Luminant Device Ltd (Hong Kong), an LED lighting manufacturing business which is the largest high-brightness LED supplier in China, to Cree Inc, a Nasdaq-listed company. The deal is a combined stock and cash transaction valued at US$200 million.

Paul, Hastings, Janofsky & Walker LLP has represented Triseas KOREA PROPERTY FUND LP in the formation of a US$250 million private equity fund targeting the Korean real estate market. This fund is the first in a series of funds being launched by Doran Capital Partners, a global fund and asset manager.

Paul, Hastings, Janofsky & Walker LLP has represented Wal-Mart Stores Inc in its acquisition of a 35 percent interest in Bounteous Company Ltd, which operates approximately 100 hypermarkets in China under the Trust-Mart banner.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has advised Asia Satellite Telecommunications Holdings Limited, which is listed on the Main Board of the Hong Kong Stock Exchange and the New York Stock Exchange, in connection with the proposed privatisation by Modernday Limited by way of a scheme of arrangement announced on February 13, 2007. Modernday Limited is jointly owned by CITIC Group and GE Equity. The total amount of cash required for the proposals based on the share offer price is approximately HK$2,235 million.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has advised Citigroup Inc in its agreement to make a $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.

Skadden, Arps, Slate, Meagher & Flom has represented Korean Air Lines Co Ltd and Hanjin Shipping Co Ltd in Hanjin Energy Co’s US$2.5 billion acquisition of an approximately 28 percent stake in S-Oil Corporation, the third-largest oil refinery in South Korea. Hanjin Energy is a special purpose entity formed by Korean Air Lines, Hanjin Shipping and Korea Airport Service Co Ltd which are all affiliates of the Hanjin Group of South Korea. In connection with this acquisition, Hanjin Energy entered into a shareholders’ arrangement with Saudi Arabian Oil Company to jointly manage S-Oil Corporation.

Skadden, Arps, Slate, Meagher & Flom has represented the underwriters, in connection with a US$200 million Regulation S offering of secured high yield bonds in 2006 by GiTi Tire Pte Ltd, the largest manufacturer of motor vehicle tires in the PRC.

Wong & Partners (Baker & McKenzie’s member firm in Malaysia) has represented Kingdom Hotel Investments (KHI) in its acquisition of 100 percent of the share capital of MAS Hotels and Boutiques Sdn Bhd (MHB) (which owns the Four Seasons Resort, Langkawi) from Malaysian Airline System Berhad (MAS). KHI, through its affiliate, Kingdom Langkawi BV, and MAS entered into a conditional Share Purchase Agreement for the sale of 10 million ordinary shares of RM1.00 each, representing 100 percent of the entire allotted and issued share capital of MHB on March 1, 2007. The total consideration for the shares, which includes the settlement of debt owed by MHB to MAS, and is subject to certain adjustments, is RM435 million (approximately US$124 million). This acquisition is considered a landmark transaction for Malaysia and its hotels, resorts and tourism industry due to the size of the transaction, the nature of the asset (the Four Seasons Resort, Langkawi is widely regarded as one of Malaysia’s most exclusive resort hotels) and as it marks the first significant investment in Malaysia by KHI.

Deals – 23 March 2007

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Amarchand Mangaldas and Suresh A Shroff & Co have advised Indian Petrochemicals Corporation Limited (IPCL) on a merger with Reliance Industries Limited (RIL). RIL is India’s largest private sector company and has a leadership position in the petrochemicals industry, while IPCL is India’s second largest company in the sector. Post the amalgamation, IPCL and RIL would have together created one of the world’s largest petrochemical companies.

Colin Ng & Partners has acted for China Farm Equipment Limited in their listing on the main board of the Singapore Stock Exchange. The invitation consisted of 62 million new ordinary shares at the offer price of S$0.345 of which 3 million were by way of public offer and 59 million by placement. The gross proceeds raised from the invitation amounted to approximately S$21.4 million. Incorporated in Singapore, China Farm Equipment Limited is a company principally engaged in design, development and production of farm equipment and diesel engines. It has one wholly owned subsidiary, Hunan Zhongtian Dragon Boat Farm Equipment Co Ltd in the People’s Republic of China.

Freshfields Bruckhaus Deringer has advised on the IPO and Hong Kong Stock Exchange listing by China Agri-Industries Holdings Limited (China Agri-Industries), the leading producer and supplier of processed agricultural products in China. The retail portion of the global offering was more than 606 times over-subscribed. Due to the oversubscription, a clawback mechanism has been applied and the total number of shares offered to retail investors has now been increased to 50 percent of the total number of shares offered. In total, approximately 861 million shares or 24.67 percent of China Agri-Industries’ share capital were sold. Total gross proceeds from the IPO were US$333 million (HK$2.6 billion) and will exceed US$380 million (HK$2.96 billion) once the 15 percent over-allotment option is exercised in full. Freshfields acted as Hong Kong and US counsel to the underwriters. Goldman Sachs is the sole global coordinator and sole sponsor. Goldman Sachs and BOCI Asia are the joint bookrunners of the IPO. China Agri-Industries is the spin off subsidiary of COFCO International, a company listed on the Hong Kong Stock Exchange. Its main businesses are bioful and biochemical, oilseed processing, rice trading and processing, brewing materials and wheat processing. Parent company COFCO Group is headquartered in Beijing and is a leading cereals, oils and foodstuffs producer and trader in China, focusing on agricultural products trading, bio-energy developing, foodstuff processing and real estate as well as finance services.

Herbert Smith has also advised China Agri-Industries Holdings Limited (China Agri-Industries) on its initial public offering including a Rule 144A /Regulation S offering which raised approximately US$333 million (HK$2.6 billion). China Agri-Industries was spun-off from its Hong Kong-listed parent, COFCO International, following a reorganisation of the business of COFCO International which led to the separation of consumer products business under COFCO International and processed agricultural products under China Agri-Industries. The funds being raised under the IPO will be used to invest in greenfield projects and acquisitions of biofuel, ethanol and biochemical projects, and to expand China Agri-Industries’s business in oilseed processing, rice trading and processing, and brewing materials. After listing on the Hong Kong Stock Exchange, China Agri-Industries and COFCO International Co Ltd will be sister companies in the COFCO group.

Khaitan & Co has advised Azorim Investment Development & Construction Company Limited, a leading construction and real estate development company from Israel, in relation to a joint venture with Fluorescence Properties Private Limited – Subsidiary of Omaxe Limited, New Delhi, a leading real estate company of North India, for development of a premium residential apartment project comprising of saleable area equivalent to approximately 1.36 million square feet on 20.58 acres of land in Village Sarai Khawaja, Sector 41 & 43, Faridabad, Haryana. The total transaction value was US$275 million. This is the first of its kind Israeli investment in real estate sector in India

Khaitan & Co has acted as the domestic legal counsel to the bookrunning lead managers and senior co-book running lead managers in relation to the IDEA Cellular Initial Public Offer. The book running lead managers being JP Morgan Stanley Private Limited and DSP Merrill Lynch Limited and senior co-book running lead managers being Citigroup Global Markets India Private Limited & UBS Securities India Private Limited. Idea Cellular Limited made a Public Issue of 283,333,333 Equity Shares for cash at a price of Rs. 75 aggregating Rs. 21,250 million along with a green shoe option for allocating up to 42,500,000 Equity Shares of Rs. 10 each not exceeding Rs. 3,187.50. The Issue with the green shoe option aggregates to Rs. 24,437.50 million. This is the largest IPO in telecom sector in India. The IPO generated an unprecedented demand and was oversubscribed 55 times the issue size (including the green shoe) and also accounted for the largest institutional demand in the Indian IPO market till date.

Khaitan & Co has advised Mahindra & Mahindra (M&M) in relation to the acquisition of stake in Punjab Tractors Limited (PTL). M&M is an Indian automobile and tractor conglomerate and largest manufacturer of tractors in India and market leaders for the past 10 years. PTL is one of the leading tractor manufacturers in India with a strong brand presence in North and Central India with a 10 percent market share. M&M acquired the equity interest of two of the major investors of PTL – namely – Actis Group (29 percent) and Burman Group (14.5 percent) aggregating around 43.5 percent. Completion of the deal will occur with the open offer to be made to the other shareholders of PTL – Swaraj Engines & Swaraj Automotives.

Latham & Watkins has represented Tongjitang Chinese Medicines Company in connection with its initial public offering of 9,865,000 American Depositary Shares, representing 39,460,000 Ordinary Shares on the NYSE. The offering raised approximately US$100 million. Merrill Lynch & Co and UBS Investment Bank acted as the joint global bookrunners for the offering. Tongjitang Chinese Medicines Company is a leading Chinese pharmaceutical company focusing on the development, manufacturing, marketing and selling of modernised traditional Chinese medicines.

Latham & Watkins has advised Ballarpur Industries Ltd, India’s leading paper manufacturer, and JP Morgan Securities (Asia Pacific) Limited, in connection with their acquisition of a 97.78 percent stake in Sabah Forest Industries Sdn Bhd, Malaysia’s largest integrated pulp and paper mill, from the Malaysian-based Lion Group. The value of the acquisition is approximately US$261 million.

Paul, Hastings, Janofsky & Walker (Paul Hastings) has advised investors including, Indopark Holdings (a Merrill Lynch-managed real estate fund) and the Merrill Lynch Principal Credit Group, Lehman Brothers Commercial Corporation Asia, DKR Soundshore Oasis Holding Fund Ltd and PMA Investment Advisers Ltd in a US$200 million structured convertible bond issue for Skyfame Realty, a Hong Kong-listed company. The proceeds of issuance deal will be used to acquire and develop interests in four major projects in prime locations in Guangzhou including a five-star hotel to be operated by the Westin Hotel chain.

Slaughter and May has advised Morgan Stanley & Co International Limited, the placing agent, in relation to the placing of 300 million existing shares in Century Sunshine Ecological Technology Holdings Limited?(Century) held by Alpha Sino International Limited and the subsequent partial top-up subscription of 250 million new shares in Century. The net proceeds of the partial top-up placing were approximately US$71 million. Century is a biotechnology company based in the PRC and is listed on the Growth Enterprise Market of the Hong Kong Stock Exchange.

Deals – 7 June 2007

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Bahar & Partners has advised a multi-finance company, a joint venture of PT Astra International Tbk and Marubeni Corporation, in securing a syndicated financing facility in the amount of US$30 million arranged by Standard Chartered Bank.

Bahar & Partners has acted as Indonesian legal counsel to Qatar Telecom with respect to the establishment of an alliance with the STT Group of Companies, which includes an interest in PT Indonesian Satellite Corporation Tbk (PT Indosat Tbk).

Bahar & Partners has assisted PT Deutsche Securities Indonesia, PT Indoprimer Securities and PT Evergreen Capital in underwriting the planned Rp.1.5 trillion bond issuance by PT Bank Panin. Bonds to be listed at the Surabaya Stock Exchange.

Bahar & Partners has assisted PT CIMB-GK Securities Indonesia, PT Danareksa Sekuritas, PT DBS Vickers Securities Indonesia and PT Standard Chartered Securities Indonesia in underwriting the planned Rp. 1.5 trillion bond issuance at the Surabaya Stock Exchange by PT Excelcomindo Pratama.

Bahar & Partners was involved in a Rp.650 billion multi series bond issuance by PT Pam Lyonnaise Jaya, part of the business group SUEZ Environnement, a water and waste treatment business. Bonds to be listed at the Surabaya Stock Exchange.

Bahar & Partners has advised East Asia Minerals Corporation, an Asian-based company publicly-listed on the Toronto Stock Exchange, on the acquisition of numerous advanced gold and gold copper projects in Indonesia.

Khaitan & Co has advised the Asian Development Bank (ADB) as the Indian legal advisor in relation to a loan of approximately US$49 million given to Tata Power Company Limited (Tata Power). Tata Power is one of the leading private companies in the power sector in various states in India, particularly Maharashtra and is engaged in production, distribution and transmission of electricity. Tata Power is in the process of setting up wind farms in two districts of Maharashtra to generate renewal electricity. For such purpose, it required additional funds for capital expenditure. Khaitan & Co advised ADB in all aspects of the transaction. The transaction required due diligence of the Borrower, with particular emphasis on its wind projects and review of the transaction documents. The loan is an ECB, though the draw down is in rupees. By a cross currency swap, the dollar loan is converted into a rupee loan. Khaitan & Co also drafted the security documents for a mortgage and hypothecation of certain assets.

Latham & Watkins has represented China Sunergy Co Limited in connection with its initial public offering of 9,775,000 American Depositary Shares, representing 51,000,000 Ordinary Shares, on the Nasdaq Global Market. The offering raised approximately US$107.5 million. Merrill Lynch & Co acted as the lead bookrunner for the offering. China Sunergy is a leading solar cell manufacturer in China.

Latham & Watkins has represented The9 Limited, a leading online game operator in China, in Electronic Arts Inc’s US$167 million equity investment in The9 Limited. Electronic Arts is a leading developer, marketer, publisher, and distributor of computer and video games.

O’Melveny & Myers attorneys recently represented Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the managing underwriter in China Sunergy Co Ltd’s approximately US$108 million initial public offering on the NASDAQ Global Market under the symbol CSUN (China Sunergy). China Sunergy offered 9,775,000 ADSs at $11 per ADS, including 1,275,000 ADSs to the underwriters to cover over-allotments. China Sunergy is a leading manufacturer of solar cell products in China as measured by production capacity. China Sunergy manufactures solar cells from silicon wafers utilising crystalline silicon solar cell technology to convert sunlight directly into electricity through a process known as the photovoltaic effect. China Sunergy sells solar cell products to Chinese and overseas module manufacturers and system integrators, who assemble solar cells into solar modules and solar power systems for use in various markets.

Simmons & Simmons has advised Parkson Retail Group Ltd. (Parkson) on its US$125 million high-yield bond issue. This follows from Parkson’s US$200 million bond issue in November 2006 and its US$239 million initial public offering in late 2005, both of which Simmons & Simmons also advised on. The high-yield bonds, governed by New York law, were rated Ba1 by Moody’s Investors Service and BB by Standard & Poor’s Ratings Services. The issue was 13 times over-subscribed. Parkson is a Hong Kong listed department store operator. As the China retailing arm of Malaysia-based conglomerate Lion Group, Parkson is one of the largest foreign-owned retailers in the mainland. It owns 26 stores and manages 13 other stores in 26 cities in China. The new funds will be used for acquisitions and certain refinancing.

Skadden, Arps, Slate, Meagher & Flom has represented Publishing and Broadcasting Limited, a diversified gaming and entertainment company in Australia, in the establishment of an approximately US$23 million joint venture, LVTI LLC, with IDM Properties (a real estate developer) and York Capital Management (an investment management firm) to develop, construct and operate Crown Las Vegas, a new casino resort.

Sullivan & Cromwell has represented Goldman Sachs as dealer manager for the tender offer and financial advisor to Singapore Technologies Semiconductor in connection with the cash tender offer for: (i) all outstanding ordinary shares listed on the Singapore Stock Exchange, and all American Depositary Shares representing ordinary shares (ADSs) listed on Nasdaq, of STATS ChipPAC, a service provider of semiconductor packaging design, assembly, testing and distribution solutions headquartered in Singapore; and (ii) all outstanding US$115,000,000 Convertible Notes due 2008 and US$150,000,000 2.5 percent Convertible Subordinated Notes due 2008 issued by STATS ChipPAC. This is a ‘going private’ transaction under the US Federal securities laws, and the fact that STATS ChipPAC is dual listed on both the Singapore Stock Exchange and Nasdaq and subject to the disclosure and corporate governance requirements of these two jurisdictions contributed significantly to the complexity of the structure and timing of the transaction.

White & Case advised leading Indian television broadcaster NDTV on the issue by its indirect subsidiary, NDTV Networks plc., of a $100 million convertible bond. The convertible was privately placed with seven undisclosed international investors. The proceeds will be used to finance NDTV Group’s new entertainment channel NDTV Imagine, which will be controlled, along with four other channels, by NDTV Networks plc.

Deals – 30 August 2007

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Ashurst has advised one of Singapore’s largest electricity generation companies, PowerSeraya Limited, in relation to the 800MW repowering project at its Jurong Island power plant. The project forms the core of PowerSeraya’s development of an integrated energy hub on Jurong Island, Singapore’s main petrochemical complex. Ashurst advised PowerSeraya in relation to the negotiation and drafting of an engineering, procurement and construction contract for an 800MW cogeneration combined cycle plant together with associated service and maintenance agreements. The plant is to be constructed by a consortium comprising Siemens AG, Siemens Pte Ltd and Samsung Corporation. In a first for the Singapore power industry, this large scale project will also be eligible to apply for carbon credits, under the local or international regimes.

Freshfields Bruckhaus Deringer has advised private equity group Baring Private Equity Asia on the purchase of 100 percent of Barclay Vouchers Co Ltd, a profitable Japanese luncheon voucher and meal coupon provider serving about 6,000 offices and clients. The investment is the first buyout in Japan for Baring Asia, which opened its Tokyo office in January 2007.

Freshfields Bruckhaus Deringer has advised China Communications Services Corporation Limited (CCS) on its US$607 million acquisition of specialised telecommunications assets and businesses in 13 provinces and municipalities in the PRC and on certain non-exempt continuing connected transactions, from its parent company China Telecommunications Corporation. The acquisition constitutes both a major and a connected transaction for CCS.

Freshfields Bruckhaus Deringer has advised China Telecom Corporation Limited in its non-exempt continuing connected transaction on the amendment of its strategic cooperation agreement with China Communications Services Limited.

Freshfields Bruckhaus Deringer has advised Goldman Sachs on its subscription for new shares and convertible bonds in Ardepro, a Japanese listed real estate firm. The deal value was US$253 million.

Johnson Stokes & Master has advised City Lion Investment Limited, a wholly-owned subsidiary of Sun Hung Kai Properties Limited, in the leasing of over 350,000 square feet of office space in the International Commerce Centre (ICC) to Morgan Stanley. This transaction represents one of the largest standalone leasing transactions in Hong Kong. ICC is part of packages 5, 6 and 7 of the Kowloon station development, known as Union Square. The 118-storey mega tower, with 2.5 million square feet of office space and an 800-room Ritz Carlton Hotel, will be Hong Kong’s newest landmark. The tower will be completed in Phases. Phase 1 will be completed in 2008 and the final phase is expected to be completed in 2010.

Johnson Stokes & Master has acted for ICBC Head Office in connection with four secured term loan facilities of up to US$54 million each to finance the acquisition of four new bulk carriers by Hebei Ocean Shipping Co Ltd.

Lovells Lee & Lee has acted as lenders’ counsel for HSBC, Citibank and DBS Bank on the S$661.45 million project financing of a 300mm wafer fabrication plant in Singapore.

Paul, Hastings, Janofsky & Walker LLP has represented Deutsche Bank, the sole global bookrunner, on the global offering of Franshion Properties (China) Ltd, which comprised a listing on the Hong Kong Stock Exchange and a 144A placement. Franshion Properties offered 1.41 billion new shares, raising HK$3.3 billion (US$424 million), which will be used to develop real estate projects and fund acquisitions.

Paul, Hastings, Janofsky & Walker LLP is representing PT Cirebon Electric Power, a consortium led by Japan’s Marubeni Corporation, which will build and operate a 660 megawatt coal-fired power plant and sell power from the plant to PLN, the Indonesian stated-owned government utility. The project is the first international independent power project in Indonesia to be signed since the 1997 financial crisis.

Sidley Austin has represented the Export-Import Bank of China, one of China’s three policy banks, on its recent 2.0 billion renminbi bond offering in Hong Kong. This bond offering consisted of two tranches: a retail public offering of 1 billion renminbi 3 percent bonds due in 2009; and an institutional Regulation S placement of 1 billion 3.2 percent bonds due in 2010. Both tranches closed on August 24, 2007.

Skadden, Arps, Slate, Meagher & Flom LLP is representing Toshiba Corporation in its acquisition of a 22.5 percent stake in a holding company, jointly owned by Marubeni Corporation, the Tokyo Electric Power Company, Chubu Electric Power Co Inc and Tohoku Electric Power Co Inc, that has part ownership of Kyzylkum and Baiken-U, two companies related to Kazatomprom, which operate uranium mine projects in Kazakhstan.

Slaughter and May has advised China National Building Material Company (CNBM) in relation to a placing of new and existing H shares, which raised approximately HK$2.66 billion (around US$340 million). The placing shares represent about 19.9 percent of the existing issued H share capital of CNBM. The placing was announced on August 9, 2007 and Morgan Stanley & Co International acted as placing agent.

Sullivan & Cromwell LLP is representing MTR Corporation Limited (MTR) on the US law aspects of the recently announced rail merger with the Kowloon-Canton Railway Corporation (KCRC). The rail merger involves: (i) the grant by KCRC to MTR of a service concession for a substantial portion of the KCRC railway and bus system and related businesses; (ii) the acquisition by MTR from KCRC of certain rail assets; (iii) the acquisition by MTR of a property package consisting of, among other things, certain property development rights, investment properties and property management rights of KCRC; and (iv) the assumption by MTR, on a joint and several basis with KCRC, of a substantial portion of the obligations of KCRC under cross-border leasing transactions entered into by KCRC and certain counterparties in respect of certain of KCRC’s rail assets. The completion of the rail merger is subject to, among other things, approval of the independent shareholders of MTR.