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Deals – 6 September 2007

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Clifford Chance has advised Leighton Holdings, Australia’s largest project development and contracting group, on its acquisition of a 45 percent stake in Al Habtoor Engineering Enterprises, one of the largest construction companies in the Gulf region, which has built the Burj Al Arab 7 star hotel and Dubai International Airport. The consideration comprises US$715 million in cash plus the contribution of Leighton’s existing Gulf-based businesses. This represents the largest private sector acquisition by a foreign company of shares in a UAE company.

Clifford Chance has advised Wipro Ltd, the listed Indian provider of information technology services, has agreed to acquire Unza Holdings Ltd, the Malaysia based manufacturer of branded toiletries, personal care, household and other related products, from Actis and Standard Chartered Private Equity Ltd, both UK based private equity firms, for a cash consideration of INR10.102 billion (US$250 million).

Drew & Napier LLC is acting for Saudi Basic Industries Corporation (“SABIC”), as the Asia-Pacific Co-ordinating counsel, in its US$11.6 billion worldwide acquisition of the plastics business of General Electric Company (GE). SABIC Engineering Plastic Holding B.V. i.o. (“SABIC Plastic”), SABIC Holding Europe B.V. (“SABIC-Europe”) – both indirect wholly owned subsidiaries of SABIC – and GE, entered into a definitive Stock and Asset Purchase Agreement pursuant to which SABIC Plastic will acquire GE Plastics. The firm is co-coordinating and instructing local counsels from Hong Kong SAR, Taiwan, the Republic of Korea, Australia, Malaysia, Thailand, India and Singapore. The firm is also acting for SABIC as its local counsel in Singapore, advising on all aspects of the deal, including financing, cross-jurisdictional acquisition of GE companies, incorporation and restructuring.

Freshfields Bruckhaus Deringer advised China Telecom Corporation Limited (China Telecom) on the purchase of certain assets from its parent. China Telecom acquired three companies from China Telecommunications Corporation for a consideration of RMB1.408 billion.

Freshfields Bruckhaus Deringer 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 advised Capital Today (HK) Limited on its US$20 million acquisition of certain equity interests in Rongqing Logistics Co., Ltd. and the consequent conversion of Rongqing Logistics Co., Ltd. into a foreign invested logistics company. The acquisition was by way of subscription of new equity interest. The agreements were signed on 7 July 2007 and completion should be conditional on the completion of the restructuring of Rongqing Logistics Co., Ltd. and PRC governmental approval.

Freshfields Bruckhaus Deringer advised Greater Pacific Capital on its acquisition of one third of Hubei Ready Medicine Co., Ltd’s wholesale and retail pharmaceutical business in China for US$50 million. The transaction is structured as the establishment of a new co-operative joint venture between these companies in China and the new joint venture company will first acquire Hubei Ready Medicine’s wholesale pharmaceutical business and then its retail business by setting up a retail subsidiary at a later date. The parties simultaneous agreed on an offshore SPV holding structure which would be implemented as and when it becomes legally and commercially feasible. The onshore transaction is subject to Chinese regulatory approval.

Freshfields Bruckhaus Deringer advised Credit Suisse on a placement of shares by the Chairman of Chaoda.

Freshfields Bruckhaus Deringer advised UBS, as the sole placing agent, on the placement of 96,900,000 shares by Shanghai Industrial Holdings, the Hong Kong-listed investment arm of the Shanghai municipal government, on the Hong Kong Stock Exchange.

Hogan & Hartson LLP advised Tian Rui Hotel Corporation in connection with the recent $50 million investment in Series A Preferred Shares by Aetos Capital, L.P. Tian Rui Hotel Corporation is the master franchisor of Super 8(r) brand hotels in Greater China. The Super 8 brand is among the largest economy hotel brands in China and the funding is intended to allow Tian Rui Hotel Corporation to accelerate its development throughout China.

Linklaters has advised Industrial and Commercial Bank of China Limited (ICBC) on its HK$4.55 billion (US$583 million) acquisition of a controlling interest in Seng Heng Bank of Macau from Sociedade de Tourismo e Diversões de Macao S.A., one of the largest business groups in Macau. The deal also involves a stake sale by Patrick Huen, Seng Heng’s chief executive. ICBC will hold 79.9333 percent of Seng Heng Bank upon completion of the deal which is subject to approval from ICBC shareholders, the China Banking Regulatory Commission and the Monetary Authority of Macau.

Paul Weiss Rifkind Wharton & Garrison has advised Belle International Holdings Limited, an investee of Morgan Stanley Private Equity, of the acquisition of the Fila trademarks registered in the PRC, Hong Kong and Macau from Fila Luxembourg S.a.r.l. through its indirect wholly-owned subsidiary at a cash consideration of US$48,000,000, the formation of an offshore joint venture with Fila Luxembourg S.a.r.l., the acquisition of the entire issued share capital of Fila Marketing (Hong Kong) Limited, and the take-over of certain inventory and fixtures from Fila’s licensees, distributors and retailers in the PRC.

Skadden, Arps, Slate, Meagher & Flom represented Vista Land & Lifescapes, Inc., a leading residential real estate development company in the Philippines, in its approximately US$464 million follow-on offering of common shares, which are listed on the Philippine Stock Exchange, including a Rule 144A/Regulation S offering. UBS acted as sole global coordinator and sole bookrunner for the transaction. The proceeds include proceeds from the sale by Vista Land’s controlling shareholders of a portion of their common shares in Vista Land, and the partial exercise of the over-allotment option by UBS. Vista Land is one of the largest homebuilders in the Philippines, primarily focused on large horizontal housing developments throughout the Philippines. It has also recently launched four high rise and mid-rise developments in the Manilla central business district.

Skadden, Arps, Slate, Meagher & Flom represented Merrill Lynch International as global co-ordinator and sole bookrunner in a US$200 million initial public offering and London Stock Exchange listing by Symphony International Holdings Limited. Symphony is a pan-Asian private equity fund based in Singapore which targets projects in the hospitality, healthcare and lifestyle sectors, particularly in South-East Asia and India. The controlling shareholders of the investment manager have been responsible for the growth and development of the ultra-luxurious chain of Aman resorts throughout Asia.

Skadden, Arps, Slate, Meagher & Flom is representing Citigroup Global Markets Limited as financial advisor to Advanced Semiconductor Engineering Inc. (ASE Inc.) in its acquisition of the remaining shares of its 50.5 percent owned subsidiary ASE Test Limited. The acquisition is being implemented through a Singapore-law scheme of arrangment and is subject to ASE Test shareholder and Singapore court approval. The total consideration is US$784 million, representing a 25.6 percent premium to the trading price of ASE Test shares prior to announcement. ASE Inc. is a semiconductor manufacturer with listings in Taiwan and on Nasdaq. ASE Test provides semiconductor test services and has listings in Taiwan and on Nasdaq.

WongPartnership acted for Parkway Trust Management Limited as manager of Parkway Life Real Estate Investment Trust (“Parkway Life REIT”) in the initial public offering of 288,865,000 units of shares (comprising an international placement under Regulation S), which raised gross proceeds of approximately US$242.46 million. Parkway Life REIT comprises interests in 3 hospitals – Mount Elizabeth Hospital, Gleneagles Hospital and East Shore Hospital. This is the second REIT in Singapore with health-care assets.

WongPartnership acted for Allco (Singapore) Limited in the renounceable underwritten rights issue of new units in Allco Commercial Real Estate Investment Trust, a real estate investment trust established with a view to investing in high quality office and retail properties across the Asia-Pacific region. This is the first Singapore REIT to undertake a rights issue in Singapore.

WongPartnership acted for SGX-ST Mainboard-listed Magnecomp International Limited in the sale of its 74.3 percent stake in SET-listed Magnecomp Precision Technology Public Company Limited to Japan’s TDK Corporation for US$123 million.

WongPartnership acted for Encore International Ltd in its divestiture of indirect shareholding in PT Medco Energi Internasional Tbk to Mitsubishi Corporation as its Singapore law counsel.

Deals – 13 September 2007

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Allen & Overy LLP has advised the owners of one of the Middle East’s largest construction companies, Al Habtoor Engineering, on the disposal of 45 percent of their holding to Australian contractor Leighton Holdings. The landmark transaction, valuing Al Habtoor Engineering at AED7 billion, is one of the largest ever private sector acquisitions in the UAE.

Beiten Burkhardt has advised Siemens, Asklepios Kliniken and Tongji University in Shanghai on the establishment of a joint venture to realize a hospital project. The joint venture partners are investing more than 100 million euros in the project, which will be set up in the Shanghai International Medical Zone. The first construction phase of the Chinese-German friendship hospital is to be completed in 2009. The aim is to commission the hospital before the World Expo in 2010 with the prospective of a capacity of initially 250 beds, to be extended in a second phase to 500 beds. The joint venture comprises the construction and operation of the hospital. Tongji University holds 46 percent, Siemens Project Ventures 40 percent and Asklepios Kliniken 14 percent of the shares in the joint venture company. The joint venture agreement was signed on May 24, 2007 in Beijing in the presence of the President of the PRC, Hu Jintao, and the German President, Horst Köhler.

Latham & Watkins has advised Fujian Refining & Petrochemical Company Limited (FREP), a joint venture among Sinopec, Fujian Province, and subsidiaries of Saudi Arabian Oil Company (Saudi Aramco) and Exxon Mobil, on China’s first integrated refining and petrochemical project with foreign participation. The debt facilities for FREP are arranged on a limited recourse basis and comprise long term and working capital facilities with a total value of 30 billion renminbi (approximately US$4 billion), and represent the largest project financing to date for a Sino-foreign joint venture in China. The activities for the expansion of the existing refinery in Fujian Province and the additional new petrochemical facilities are expected to be completed in early 2009.

Milbank has closed a US$135 million private financing for an Indonesian coal mine owned by PT Ilthabi Bara Utama (IBU). Marking the first greenfield financing in Asia backed by private investor funds, the funding was provided by various private funds together with investment bank Merrill Lynch. Milbank represented IBU in negotiating and structuring the transaction.

BRLP Mauritius Holdings II and BROMLP Mauritius Holdings II (Blue Ridge) made an investment of 210 million Indian rupees by way of preferential allotment of equity shares in Ankur Drugs and Pharma Limited (Ankur). Ankur is a public company listed on BSE and NSE and is engaged in the business of manufacturing pharmaceutical formulations and other pharmaceutical products. Nishith Desai Associates acted as legal counsel to Blue Ridge for this investment.

O’Melveny & Myers has represented 7 Days Group Holdings Limited in its issuance of US$80 million high-yield notes and warrants to initial purchasers affiliated with Merrill Lynch and Deutsche Bank. The proceeds of the financing will be used to expand the client’s budget hotel network in China and repay its shareholder loans. The notes and warrants are traded on Euroclear and Clearstream. 7 Days Group Holdings Limited is the holding company of a group of Chinese companies operating one of the leading budget hotel chains in China under the brand ‘7 Days Inn.’ It currently operates more than 70 hotels in China and aims to build a national franchise that is capable of providing an affordable, yet quality, hospitality service to the increasing number of leisure and corporate travellers in China.

O’Melveny & Myers is representing Promise Co Ltd in its acquisition of Sanyo Shinpan Finance Co Ltd through a tender offer taking place currently and scheduled to close in mid September. Promise acquired Asahi Enterprise in July 2007, which held approximately 25 percent share of Sanyo Shinpan and launched a tender offer to purchase up to 100 percent of Sanyo Shinpan’s outstanding shares. The total consideration that Promise is expected to pay, when combined with the acquisition of Asahi Enterprise, will be approximately 120 billion yen (US$1 billion). Promise, currently the third largest consumer finance company in Japan, will become the country’s largest with more than two trillion yen in gross assets.

Paul, Weiss client Tom Online Inc, a Cayman company with shares listed on the Hong Kong Stock Exchange and ADRs listed on NASDAQ, has announced the completion of a going private and delisting transaction that was first announced in March 2007. The privatization of the company by its controlling shareholder TOM Group Limited was structured as a scheme of arrangement under Cayman law and was approved by shareholders of both Tom Group and Tom Online. The transaction was a ‘going private’ transaction under the US securities laws and involved the filing of a schedule 13E-3 with the SEC. Paul, Weiss advised Tom Online Inc and its independent board committee on US aspects of the transaction.

Shearman & Sterling LLP has advised the lender group composed of eleven major PRC banks plus Sinopec Finance Company on the financing of the Fujian Refining & Petrochemical Company Limited (FREP). This joint venture is the first integrated refining and petrochemicals project with foreign participation in China. The debt facilities for FREP are arranged on a limited recourse basis, comprising both long term and working capital facilities in renminbi and US dollars. The facilities amount to about RMB30 billion (approximately US$4 billion). Tenor for the long term facilities will be 20 years for renminbi and 15 years for US dollars. The activities for the expansion of the existing refinery in Fujian Province and the addition of new petrochemical facilities are expected to be completed in early 2009.

Skadden, Arps, Slate, Meagher & Flom LLP has represented China National BlueStar (Group) Corporation, a chemical manufacturer and provider of industrial cleaning services and water treatment products, in its US$600 million sale of a 20 percent stake to the Blackstone Group, a private equity firm.

Skadden, Arps, Slate, Meagher & Flom has represented Titan Petrochemicals Group Limited (Hong Kong), a provider of oil and gas transportation, storage and distribution services, in its US$170 million acquisition of Titan Quanzhou Shipyard Company Limited (China).

Sullivan & Cromwell has represented the special committee of the board of directors of ASE Test Limited (Taiwan) in its pending US$748 million sale to Advanced Semiconductor Engineering Inc in Taiwan.

Sullivan & Cromwell LLP is acting as US legal counsel to the special committee of the board of directors of ASE Test Limited (ASE Test), a company listed on NASDAQ and the Taiwan Stock Exchange (TSE), in connection with the proposed ‘going private’ transaction involving Advanced Semiconductor Engineering Inc (ASE Inc), ASE Test’s parent company that is listed on the New York Stock Exchange and the TSE. On September 4, 2007, ASE Test and ASE Inc entered into a scheme implementation agreement under which ASE Inc would acquire the ASE Test shares held by minority shareholders for US$14.78 per share. The total acquisition value is approximately US$784 million and will be financed through bank loans. The transaction is subject to approval by a majority of the minority shareholders of ASE Test and other customary conditions. ASE Inc is one of the world’s largest independent providers of semiconductor packaging services, including advanced leadframe-based, substrate-based and other advanced packaging services. ASE Test is one of the world’s largest independent providers of semiconductor testing services, including front-end engineering test, wafer probe and final test services.

Sullivan & Cromwell has represented Goldman Sachs and Ethos Private Equity as members of the consortium acquiring Gold Reef Resorts Limited (South Africa) for approximately US$1.37 billion.

Sullivan & Cromwell LLP is representing RBC Centura Banks Inc, the US banking arm of Royal Bank of Canada, in its acquisition of Alabama National BanCorporation for approximately US$1.6 billion.

Venture Law and White & Case have represented Citigroup and UBS AG as joint lead underwriters in the S$482.6 million (US$318 million) Regulation S initial public offering of 288,865,000 units of Parkway Life Real Estate Investment Trust listed on the Singapore exchange.

White & Case has represented DBS Bank Ltd as arranger and subscriber for US$33 million senior secured notes due in 2010 with up to US$3 million increased demand option issued by Metropolis Finance Ltd and guaranteed by PT Intermustika Mutiara and PT Cozmo Internasional. The proceeds of the notes are to be used in connection with the completion of a luxury condominium development in Jakarta, Indonesia. HSBC Limited acted as trustee and account bank and Grant Thornton acted as transaction administrator in a structured deal with highly tailored cashflows.

White & Case has represented General Electric Company (GE) in the disposal of 100 percent of the issued shares of GE Plastics Hong Kong to Saudi Basic Industries Corporation (SABIC) for US$412.3 million as part of SABIC’s acquisition of GE’s plastics division worldwide.

White & Case has represented MBK Public Company Limited in connection with the issuance of debentures by MBK Plc, to which Thanachart Securities Plc will act as arranger.

White & Case has advised PT Medco E&P Nunakan, a subsidiary of PT Medco Energi Internasional Tbk, Indonesia’s largest listed independent exploration and production company, in relation to the farm-out of a 60 percent participating interest in the Nunakan Production Sharing Contract to a subsidiary of Anadarko Petroleum Corporation.

White & Case has advised PT Medco Energi Internasional Tbk, Indonesia’s largest listed independent exploration and production company, in connection with the sale of a 21 percent participating interest in the Simenggaris Production Sharing Contact to UK-listed Salamander Energy.

White & Case LLP has represented Saudi Arabian Oil Company (Saudi Aramco) and Saudi Aramco Sino Company Limited (SASCO), a subsidiary of Aramco Overseas Company BV (AOC), in connection with the approximately 30 billion renminbi (US$4 billion) funding to Fujian Refining Petrochemical Company Limited, a joint venture company owned by Fujian Petrochemical Company Limited (FPCL) (50 percent), Saudi Aramco Sino Company Limited (25 percent) and ExxonMobil China Petroleum and Petrochemical Company Limited (25 percent). The financing, provided by a group of 11 Chinese banks and Sinopec’s finance arm, will be used to expand the existing refinery in Quanzhou, Fujian Province, China from 80,000 barrels-per-day (four million tons-per-year) to 240,000 barrels-per-day (12 million tons-per-year), with significant product upgrading capability. The upgraded refinery will refine and process sour Arabian crude oil. In addition, the project involves construction of a new 800,000 tons-per-year ethylene steam cracker, an 800,000 tons-per-year polyethylene unit, a 400,000 tons-per-year polypropylene unit, and a new 700,000 ton-per-year paraxylene unit. The project will be the largest world-class integrated refining and chemicals complex in China and represents the largest ever project financing for a Sino-foreign joint venture in China.

White & Case has represented Saudi Aramco and SASCO in connection with the related Fujian Fuels Marketing Joint Venture Project, which is owned by Sinopec (55 percent), Saudi Aramco Sino Company Limited (22.5 percent) and ExxonMobil China Petroleum and Petrochemical Company Limited (22.5 percent). The Marketing Joint Venture will manage and operate approximately 750 service stations and a network of terminals in Fujian province. The 1.8 billion renminbi term loan and 500 million renminbi working capital loan financing for the Marketing Joint Venture Project was signed on September 5, 2007 with China Construction Bank and Industrial and Commercial Bank of China Limited.

WongPartnership has acted for Ascendas Pte Ltd in the establishment of a S$1 billion multicurrency medium term note programme jointly arranged by DBS Bank and Citicorp Investment Bank (Singapore) Limited.

Deals – 20 September 2007

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Baker & McKenzie has advised Gresham Private Equity Limited (Gresham) on its $44 million acquisition of Mimco Pty Ltd, a leading Australian women’s fashion accessory business. Gresham’s investee company Witchery Australia Pty Ltd acquired 100 percent of the shares in the Mimco business. Gresham purchased Witchery, a women’s fashion chain in July 2006 and has expanded the business by opening 18 new stores and increasing staff by 15 percent in the past 12 months. Acquiring Mimco represents a significant addition to Gresham’s fashion portfolio.

Clifford Chance has advised Toll Holdings Limited on making a voluntary conditional cash offer for all the remaining shares in mining and marine logistics company Sembawang Kimtrans. The offer price is SG$0.7 per Sembawang Kimtrans share, and it will be increased to SG$0.8 if more than 90 percent of shares are required.

Clyde & Co has advised AREIT (Arabian Real Estate Investment Trust) on the first commercial mortgage-backed securitisation in the UAE, a deal seen as paving the way for other securitisations in the UAE. AREIT was the originator on the issuance of the US$63 million (£30.9 million) secured floating rate notes with the proceeds used to finance the purchase of a tower in the Dubai Technology and Media Free Zone. The notes achieved ratings of AA- from Fitch and Aa3 from Moody’s.

Clyde & Co has advised on the syndicated financing of the largest private sector acquisition by a foreign company of shares in a UAE company, Leighton Holdings’s US$715 million acquisition of a 45 percent stake in Al Habtoor Engineering Enterprises. Clyde & Co advised Abu Dhabi Commercial Bank, Mashreq Bank PSC, the Royal Bank of Scotland PLC and the Hong Kong and Shanghai Banking Corporation in providing a US$434 million syndicated financing facility to Leighton, enabling it to acquire a 45 percent interest in Al Habtoor Engineering. The facility was provided on a structurally subordinated non-recourse basis to Leighton Holdings. This debt financing made up 60 percent of the overall acquisition funding with the remaining 40 percent as cash.

Freshfields Bruckhaus Deringer has advised Alcoa on the US$1.97 billion disposal of its 6.9 percent stake in Aluminum Corporation of China. The deal was completed at a 15 percent discount to September 12, 2007’s close of HK$20.40. At US$1.97 billion, this is also the largest block trade in Asia since CNOOC sold US$1.98 billion worth of new shares in April 2006. It accounts for 22.4 percent of Chalco’s H-shares and 30.4 percent of the free-float.

Freshfields Bruckhaus Deringer has advised the Hong Kong and Shanghai Banking Corporation (HSBC) on the US$254 million acquisition of a 10 percent stake in Vietnam Insurance Corporation (known locally as BaoViet), a leading insurance firm in Vietnam. HSBC also has an option to increase its stake to 25 percent over the next five years. This landmark transaction is the first major equitisation (this refers to the sale of shares to non-state buyers) of a state-owned enterprise in Vietnam and is the first key transaction in the country’s dynamic financial services sector. It is also the largest M&A deal in the country.

Freshfields Bruckhaus Deringer has advised on a US$1 billion limited recourse financing of a 300mm wafer fabrication plant in Singapore, sponsored by Samsung Electronics and Siltronic AG (a subsidiary of Wacker Chemie, one of the world leaders in the manufacturing of silicon wafers) which comprised, in addition to the equity tranche, a development loan from the Economic Development Board of Singapore and a limited recourse guarantee facility provided by a syndicate of international banks led by HSBC, DBS and Citibank.

Freshfields Bruckhaus Deringer has advised on a Philippines limited recourse oil-field development loan, the first closed in the Philippines in over 10 years in this sector. The firm acted for the Galoc Production Company, a joint venture between Vitol (one of the world’s largest oil traders) and various minority oil companies.

Gide Loyrette Nouel (Gide) has advised Areva, the worldwide leader in energy related businesses, on the creation of ATMEA, a joint-venture equally owned by Areva NP, Areva’s nuclear subsidiary, and Mitsubishi Heavy Industries (MHI). This joint-venture will develop and market ATMEA1, a new third-generation reactor combining innovative and proven nuclear technologies from both AREVA and MHI. The parties wish to coordinate on the development of a medium power pressurized water reactor to meet growing demand for energy in developing countries, the United States and Europe. Gide’s China team assisted Areva on the entire contractual process, including the drafting and negotiation of the joint-venture agreements, as well as technology transfer agreements. The China team also assisted Areva on some anti-monopoly aspects related to the arrangement.

Herbert Smith has advised Citigroup Global Markets Asia as the sole placing agent for Gold Best Holdings Ltd, the controlling shareholder of Lee & Man Paper Manufacturing Limited, on its placing of 20 million existing shares that raised approximately HK$625 million (US$80 million). The placing shares represent approximately 1.76 percent of the existing issued share capital of the company. The Hong Kong-listed Lee & Man Paper Manufacturing Limited is principally engaged in the manufacture of linerboard, corrugating medium and pulp. The group has four paper production plants in China with an annual capacity of 2.08 million ton. The Group began construction of its first paper and pulp mill in Vietnam and the facility is scheduled for operation in 2008.

Makarim & Taira S. has represented Lehman Brothers acting as the sole bookrunner and manager in relation to the offering and issuance of US$88 million 11 percent guaranteed senior secured notes due 2011 (notes) by Davomas International Finance Company Pte Ltd (the Issuer), a wholly owned subsidiary of PT Davomas Abadi Tbk. PT Davomas Abadi Tbk is one of Indonesia’s top producers of cocoa butter and cocoa powder. The notes are guaranteed by PT Davomas Abadi Tbk and secured by, among other things, a pledge of 51.9 percent of the shares in PT Davomas Abadi Tbk and certain assets of PT Davomas Abadi Tbk.

Skadden, Arps, Slate, Meagher & Flom has represented Con-way Inc, a provider of freight transportation and logistics services, in its subsidiary, Menlo Worldwide LLC’s approximately US$60 million acquisition of Chic Holdings Ltd (China), a provider of logistics, transportation management and supply chain management services.

Skadden, Arps, Slate, Meagher & Flom has represented Con-way Inc, a provider of freight transportation and logistics services, in its subsidiary, Menlo Worldwide LLC’s approximately US$34 million acquisition of Cougar Logistics Corporation Ltd (Singapore), a provider of logistics and transportation management services for the shipping industry.

Sullivan & Cromwell LLP‘s has represented Piper Jaffray Companies as financial advisor to Sipex Corp (US) in its US$223 million acquisition by Exar Corp (US).

White & Case has advised on the US$360 million limited recourse financing of the construction of an 850,000 tonne per year methanol facility at the Sungai Liang Industrial Park in Brunei, the first international project financing in Brunei and a deal that will set the precedent for future project financings in Brunei. White & Case represented the Japan Bank for International Cooperation and the commercial lenders (Bank of Tokyo-Mitsubishi UFJ, Mizuho Corporate Bank, Sumitomo Mitsui Banking Corporation and Standard Chartered Bank). The Bank of Tokyo-Mitsubishi UFJ is also the financial adviser for the project, which is scheduled to be completed in the fourth quarter of 2009, with commercial operations to commence in the second quarter of 2010. The sponsor group, consisting of Mitsubishi Gas Chemical, PB Petrochemical (a subsidiary of PetroleumBRUNEI) and Itochu, were represented by Ashurst.

WongPartnership has acted for the Parkway Group in the disposal of three properties, the Mount Elizabeth Hospital Property, the Gleneagles Hospital Property and the East Shore Hospital Property (collectively, the properties), to a real estate investment trust named Parkway Life REIT, for approximately US$511.85 million, the establishment of which was sponsored by Parkway and the lease of the properties by Parkway Group. WongPartnership also acted as counsel to Parkway Life REIT in its listing on the Singapore Exchange.

WongPartnership has acted for CapitaLand (Office) Investments Pte Ltd (COI) in the purchase of Eureka Gmbh’s entire shareholding interests in Eureka Office Fund Pte Ltd (in which COI already had a 50 percent stake) for US$283.77 million.

Deals – 27 September 2007

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Ali Budiardjo, Nugroho, Reksodiputro has assisted Dubai Investment Group, a unit of Dubai Holding, in participating in the rights issue effected by PT Bank Mayapada Tbk, an Indonesian bank listed on the Jakarta Stock Exchange. The investment, coinciding with that of Avenue Luxemburg SARL and Harmony Indonesia Investment Pte Ltd gives the three foreign investors a combined stake of 34.55 percent, valued at approximately US$60 million in the bank, whose products and services include savings, loans, export and import, foreign exchange, travellers checks, bank drafts and other banking services, including domestic and international wire transfer and giros. Headquartered in Jakarta, Indonesia, Bank Mayapada also operates nine branch offices, 10 sub-branch offices and 18 cash offices throughout the country. This year, the bank plans to open 80 new branches in major cities across the country and has set its net profit target at Rp90 billion. In June, the bank had Rp2.7 trillion in outstanding credits, which it expects to rise to Rp3.5 trillion by the end of the year. Foreign interest in Indonesian banks remains high, among others because of the market potential, given Indonesia’s population of 232 million and because Indonesia’s net interest margins are among the highest in the world.

Baker & McKenzie has advised Rex Minerals Limited on its IPO. Rex Minerals, which raised A$7 million, successfully listed on the Australian Stock Exchange on September 20, 2007. Rex Minerals closed its first day of trading on ASX at a 20 percent premium to its issue price of 25 cents.

Beiten Burkhardt has advised the listed Israeli holding company, Israel Corporation, on the setting up of a joint venture by its US subsidiary Quantum LLC with the Chinese automobile manufacturer Chery Automobile Co Ltd. The law firm was responsible for negotiating the joint venture agreement, as well as various supplemental agreements (such as a technology licence agreement and an agreement on transfer of land use rights). Quantum has a share of 45 percent in the new company, which will produce premium sector automobiles in the Chinese town Wuhu that are to be sold mainly in export markets. A premium brand is to be established by rigorously using international automobile know-how. Quantum and Chery intend to invest a total of US$1.5 billion in the project

Clifford Chance has advised a major foreign enterprise seeking to acquire a strategic stake in a leading Chinese trust company. The firm has acted for National Australia Bank Ltd (NAB) on its proposed acquisition of a 20 percent stake in Union Trust & Investment Limited (UTI). Pending regulatory approval, this deal is an important first step for NAB to take an active investment in China’s rapidly evolving trust sector.

Drew & Napier LLC has advised Asia-Pacific Strategic Investments (ASI) in its acquisition of Seatown Corporation Ltd (Seatown), bringing an end to one of Singapore’s longest running judicial managements. Pursuant to a Scheme of Arrangement, Dato Choo Yeow Ming, Director of ASI and HMS Capital Sdn Bhd (as the White Knight), acquired the entire issued and paid-up share capital of Seatown. The existing shareholders and creditors of Seatown in exchange received shares in ASI, which was listed on the SESDAQ by introduction on August 31, 2007. The market capitalisation of ASI as of August 31, 2007 was approximately S$100 million.

Freshfields Bruckhaus Deringer has advised the Hongkong and Shanghai Banking Corporation (HSBC) and HSBC Insurance (Asia Pacific) Holdings Limited (HSBC Insurance) on the US$254 million acquisition of a 10 percent stake in Vietnam Insurance Corporation (known locally as Bao Viet, a leading insurance firm in Vietnam. This landmark transaction is the first equitisation (privatisation) of a major state-owned enterprise in Vietnam and is the first key transaction in the country’s dynamic financial services sector. It is also the largest M&A deal in the country to date. It will pave the way for other banks and financial services firms that the Vietnamese government considers to be potential candidates for equitisation. Headquartered in Hanoi, Bao Viet is the leading insurance and financial services group in Vietnam. At the end of December 2006, it declared a 35 percent market share in general insurance with more than 20 million policy-holders and was also ranked number two in life insurance with 1.6 million life policies. Bao Viet has a branch network of approximately 120 branches and 400 sub-branches, with more than 5,000 employees and over 40,000 agents. It also has subsidiary businesses in fund management, securities, investment banking and real estate.

Fried, Frank, Harris, Shriver & Jacobson LLP (in association with Huen Wong & Co) has represented Citigroup Global Markets Asia Limited, who acted as the placing agent, in connection with the top-up placing of common share by Kerry Properties Limited for aggregate proceeds of approximately HK$4.15 billion. The offering consisted of placing of existing common shares by Moslane Limited and issuing to Moslane Limited new common shares to be listed on the Hong Kong Stock Exchange. Kerry Properties is a leading property company in Hong Kong.

Hogan & Hartson has advised eYou Inc in its Series B preferred share financing from SIG China Investments and other investors. eYou Inc is an operator of online community and networking sites based in Beijing.

Hogan & Hartson has advised Sequoia Capital China in its investment in Peak (Hong Kong) International, a leading producer of sportswear and sports equipment based in Fujian, China, and with operations throughout China.

Makarim & Taira S is advising PT Cirebon Electric Power, the first of the new generation Indonesian IPPs, in the development of a 660 MW coal-fired power plant near Cirebon, West Java. The Power Purchase Agreement with the Indonesian state power utility PT PLN was signed in August 2007. The consortium comprises Marubeni Corporation, Korean Midland Power Co Ltd, PT Tripatra Constructors and Engineers and Samtan Co Ltd.

O’Melveny & Myers has represented Deutsche Bank AG, Hong Kong Branch, in its subscription for HK$625 million of three percent convertible bonds due 2012 and newly issued shares by Hong Kong-listed China Special Steel Holdings Company Limited (CSS).

Rodyk has acted for Eureka GmbH, a subsidiary of the Munich Re Group, in its divestment of its entire stake in Eureka Office Fund Pte Ltd to CapitaLand (Office) Investments Pte Ltd, comprising 50 percent of the ordinary shares and 50 percent of the voting preference shares in the issued share capital of EOF not already owned by CapitaLand. The transaction had a cash consideration of about S$590.6 million and was completed on August 28, 2007.

Rodyk has acted for Innogest and Upstream in their Series A investment in Singular ID Pte Ltd, the provider of the integrated high technology enterprise brand security system called enxure. Innogest, a start-up fund of the Torino Wireless group, has strong connections in the IT and electronics industries and the manufacturing sector in northern Italy. It raised a fund of EUR80 million.

Rodyk has acted for Wipro Ltd in its acquisition of the seven percent minority stake in Singapore-based Unza Holdings. Wipro is one of India’s largest software exporters and is listed in New York and Mumbai. Wipro also acquired the majority stake and successfully bought out Unza for US$246 million.

Sullivan & Cromwell has represented Canada Pension Plan Investment Board (Canada) as a member of an investor group in the acquisition of Asurion Corporation (US).

Sullivan & Cromwell has represented Mass Transit Railway Corporation (Hong Kong) in its pending US$1.539 billion rail merger with Kowloon-Canton Railway Corporation (Hong Kong).

Sullivan & Cromwell has represented Standard Chartered plc (UK) in its pending US$860 million acquisition of American Express Bank Ltd (US).

White & Case has represented the shareholders of Harmony Resorts Niseko Pty Limited in the sale of 100 percent of the stock of Nihon Harmony Resort KK, the owner of the Hanazono ski resort in Hokkaido, to Pacific Century Premium Developments Limited. The stock of the target had been owned by Harmony Resorts Niseko Pty Limited, but prior to the sale to Pacific Century the shares were distributed to the shareholders of Harmony Resorts Niseko Pty Limited in an Australian de-merger transaction. The various shareholders then sold the shares to Pacific Century.

Deals – 4 October 2007

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Allens Arthur Robinson has acted for ANZ in relation to its US$263 million investment in China’s Shanghai Rural Commercial Bank (SRCB), the first provincial level rural commercial bank in the PRC. ANZ has acquired a 19.9 percent stake as part of a broad strategic partnership with SRCB following four years of cooperation between the two banks. This deal is one of ANZ’s largest investments in Asia to date. The firm also acted for ANZ in relation to its acquisition of a 19.1 percent interest in Malaysia’s AmBank earlier this year.

Allens Arthur Robinson has acted for state-owned insurer Vietnam Insurance Corporation (Bao Viet) in relation to the equitisation and partial sale of a 10 percent stake in Bao Viet to HSBC. The firm advised and assisted Bao Viet and the Vietnam Ministry of Finance in relation to all aspects of the sale process, which included the establishment and conduct of a competitive bid process involving several potential foreign investors, drafting and negotiating the key transaction documents, undertaking vendor due diligence and overseeing the bidder due diligence process (including establishing and maintaining multiple data rooms). The transaction is the largest Vietnamese M&A transaction to date and is widely considered a test case for future equitisations involving Vietnamese state-owned assets.

Baker & McKenzie has acted as Hong Kong counsel to Airwell Air Conditioning BV (Airwell) in relation to the sale of the entire issued share capital in Electra HK Technologies Limited, now known as Asia Electronics HK Technologies Limited (EHK), to Computime Group Limited. The total cash consideration for the sale was approximately US$13 million (about HK$101.4 million) in cash, on account of the sale of shares and repayment of shareholder loans. Incorporated in the Netherlands, Airwell is principally engaged in the manufacture and sale of residential and commercial air products. Airwell is a subsidiary of the Israeli-listed company Elco Holdings, a leading industrial group involved in various business activities related to household appliances, such as air-conditioning, mechanical and electro-mechanical contracting, electricity infrastructure products, retail consumer electronics and real estate. EHK is a technology-based company that principally designs, manufactures and markets electronic controls for air conditioners, major appliances and industrial spa and pool products.

Baker & McKenzie has advised Sino Land Company Limited (Sino Land), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Hong Kong Stock Exchange, on its HK$4.3 billion top-up placement of new shares to professional investors. JP Morgan acted as the placing agent of the new shares. The fully underwritten placement represents approximately 4.78 percent of the existing issued share capital of Sino Land and comprises 220 million shares. The proceeds will be used for acquisition of lands in Hong Kong and China, and for general working capital purposes.

Clifford Chance has advised China Asset Management Co Ltd (China AMC) on its first QDII product, launched on September 27, 2007. The targeted fund size of US$4 billion was oversubscribed in one day and has now closed, despite the subscription period originally being scheduled to the previous month. China AMC, one of China’s largest fund management companies, is the second QDII fund management company that has launched a product for investment overseas pursuant to the regulations issued by the China Securities Regulatory Commission in June on overseas securities investments by qualified domestic institutional investors (QDII). The fund will focus on global stock investments in Europe, Hong Kong, Japan, the US and emerging markets. At least 30 percent of the product will be invested in Hong Kong stocks. T. Rowe Price will act as overseas investment adviser to China AMC on the QDII product’s investment in global equities.

Clyde & Co has advised Forsyth Partners Global Distributors Ltd and Forsyth Partners (Middle East) Ltd in connection with the first insolvency conducted in the DIFC (Dubai International Financial Centre). An order appointing liquidators to these companies was made on September 19, 2007 by the Honourable Sir Anthony Evans, Chief Justice of the DIFC Court of First Instance. The order has been advertised in regional media since September 24.

Clyde & Co has advised Rivoli Group LLC (Rivoli) and its owners on the acquisition by Dubai International Capital LLC (DIC), an international investment arm of Dubai Holding, of a significant minority stake in Rivoli. The deal involved advising on and effecting the re-structuring of Rivoli’s group of retail trading companies operating in several countries across the region, including the UAE, Oman, Bahrain and Qatar, and advising on a substantial private equity investment in the reorganised group. Formed in 1988, the Rivoli Group is a private company known for its diverse portfolio of international luxury brands and for its vast network of retail outlets within the United Arab Emirates and the lower Gulf states. The group is one of the largest importers and retailers of luxury brands in the Middle East, such as watches, writing instruments, menswear, accessories, gift items and eyewear. Brands that the Rivoli Group carries include well known and luxury lines such as Montblanc, Dunhill, B&O, Omega, Longines, J.M.Weston and Kenzo Fashion.

Freshfields Bruckhaus Deringer has acted as Hong Kong and US legal counsel to Sino Ocean Land. The joint global coordinators and joint sponsors were Goldman Sachs and Morgan Stanley, and Goldman Sachs, Morgan Stanley and BOCI were joint bookrunners and joint lead managers on this deal. The listing attracted ten cornerstone investors who have subscribed to a total of US$240 million of Sino-Ocean shares. These investors include China Life Insurance, Dr Lee Shau Kee, Government of Singapore Investment Corporation (GIC), OZ Management LP, HKR International, BOCOM International Holdings, Caricom, the Kwok Family, Fidelity Insurance and Sinotrans. Sino-Ocean’s shareholders include China Ocean Shipping (Group) Company (COSCO) and Sinochem Corporation, two of the largest state-owned enterprises in China, as well as Credit Suisse Group, Merrill Lynch and Morgan Stanley.

Freshfields Bruckhaus Deringer has advised on the initial public offering (IPO) and Hong Kong Stock Exchange listing by Sino Ocean Land Holdings Limited, which listed on September 28, 2007. The retail portion of the global offering was more than 206 times over-subscribed while the institutional portion was also heavily oversubscribed. Total proceeds from the IPO were US$1.53 billion (and US$1.76 billion if the over-allotment option is exercised in full).

Freshfields Bruckhaus Deringer has advised Steelcase Inc on its acquisition of the entire issued share capital of Ultra Group Company Limited, a wholly-owned subsidiary of Ultra Group Holdings Limited, which is listed on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited. Ultra Group Company Limited engages principally in the sale of office furniture primarily in Hong Kong and the PRC. The transaction is conditional on approval by the shareholders of Ultra Group Holdings Limited.

Hadiputranto, Hadinoto & Partners has represented Maxis Communications Berhad in the restructuring of PT Natrindo Telepon Seluler and the investment by Saudi Telecom and Maxis of an additional US$600 million equity (including debt to equity conversions) subscription of shares and the exercise of a call option over an existing shareholding. Baker & McKenzie.Wong & Leow acted as Singapore counsel.

Hadiputranto, Hadinoto & Partners has represented PT Bakrie Telecom in an offering of Rp 650 billion (approximately US$72 million) in Indonesian rupiah bonds to help finance its coverage expansion. The bonds were listed on the Surabaya Stock Exchange.

Hadiputranto, Hadinoto & Partners has represented PT Darma Henwa, a leading Indonesian mining contractor, in an IPO listed on the Jakarta Stock Exchange on September 26, 2007. Darma Henwa sold 3.15 billion shares at 335 rupiah each. The offering was 10.32 times oversubscribed.

Hadiputranto, Hadinoto & Partners has represented PT Davomas Abadi Tbk as the Guarantor in relation to a US$80 million issuance of notes by Davomas International Finance Company Pte Ltd listed on the Singapore Stock Exchange.

Hadiputranto, Hadinoto & Partners has represented PT Medco Energi Internasional Tbk (Medco) in its divestment of a 20 percent stake in Encore Ltd to Japanese trading house, Mitsubishi Corp. Encore Ltd is the single largest shareholder in Medco, with a 50.7 percent stake. Medco was the first Indonesian company operating in the oil and gas exploration and production business to be listed on the Jakarta Stock Exchange.

Paul, Hastings, Janofsky & Walker has represented Goldman Sachs and Samsung Securities as the underwriters’ counsel for STX Pan Ocean Co Ltd’s (STX Pan Ocean) global offering and listing on the Korea Stock Exchange (KRX), which comprised a Korean domestic tranche and an international 144A / Reg S tranche. The KRX listing follows STX Pan Ocean’s 2005 listing on the Singapore Stock Exchange (SGX), making it the first Korean firm to have its shares publicly listed abroad before listing its shares at home. With recent changes in Korean securities law, Korean companies will now be allowed to incorporate an international tranche in their domestic Korean listings. Previously Korean companies could only market and sell to domestic institutional and retail investors in their Korean IPOs. This offering marks the second domestic IPO in Korea with an international tranche.

Shearman & Sterling has represented Huawei Technologies Co Ltd in its participation in Bain Capital Partners LLC’s US$2.2 billion acquisition of 3Com Corp. Bain Capital Corporation LLC is the buyer, with China-based Huawei Technologies Co Ltd acquiring a minority interest in 3Com and becoming a commercial and strategic partner, 3Com said. 3Com Corp is a maker of networking hardware and software based in Marlborough (Massachusetts, USA).

Sullivan & Cromwell has represented Grahamstowe Investments Limited and Leslie Lee Alexander, controller of Grahamstowe Investments, in the acquisition of a stake in Xinjiang Xinxin Mining Industry Co Ltd and the acquisition of a stake in ANTA Sports Products Limited.

Deals – 11 October 2007

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Baker & McKenzie has advised Beiersdorf AG (Beiersdorf), owner of the Nivea brand personal care products, on its acquisition of an 85 percent stake in C-BONS Hair Care, one of the leading players in the Chinese hair care market with well-known brands such as Slek and Maestro. The deal was structured through Beiersdorf’s Austrian 100 percent affiliate Beiersdorf CEE Holding GmbH, which entered into an agreement with C-BONS Holding (International) Limited Hong Kong and Global Source Investments Limited British Virgin Islands. The transaction values C-BONS Hair Care at €317 million (HK$3.5 billion) on a cash-and debt-free basis. Beiersdorf will, upon closing, pay €269.45 million (HK$3 billion) for the 85 percent stake in C-BONS Hair Care.

Baker & McKenzie has advised Credit Orienwise Group Limited (COG) on its strategic cooperation with GE Commercial Finance (GE), whereby GE has invested US$50 million in COG, by the purchase of COG’s shares from its controlling shareholder. GE’s investment represents on a fully converted basis approximately 7.8 percent of the total shares of COG. Morgan Stanley Dean Witter Asia Limited was the financial advisor to the controlling shareholder of COG in this deal. COG has also entered into a memorandum of understanding with GE to expand its product and services to small and medium enterprises in China, such as international and domestic factoring, expandable to other trade finance products, inventory financing, purchase order financing or leasing. With presence in China’s major economic regions, COG is one of the fastest growing non-bank finance corporations in China.

Baker & McKenzie.Wong & Leow and Hadiputranto Hadinoto & Partners, the member firm of Baker & McKenzie in Indonesia, have acted as US and domestic law counsel for the Government of the Republic of Indonesia, through the Ministry of State Owned Enterprises (MSOE), and PT Bank Negara Indonesia (Persero) Tbk (BNI) in the public offering of 3.95 billion shares of BNI. The offering size of US$880 million was the largest equity deal in Indonesia in 12 years. The transaction effectively reduced MSOE’s share in BNI from 99.1 percent to 73.3 percent. It is also the first privatization through a public offering by the current administration since 2004 and the country’s largest stock sale by value. BNI is Indonesia’s third-largest bank. JP Morgan and Bahana Securities were joint bookrunners for the international and domestic portions, respectively.

Blake Dawson Waldron has advised Imerys SA, a French-listed multinational mineral processing company on its acquisition of A$220 million of the China-based zirconium material business of the Australian-listed company, Astron Limited. The acquisition is expected to be closed in October or November of 2007.

Drew & Napier LLC has cleared the first M&A filing under Section 54 of the Competition Act. Merger control under Section 54 of the Act went into effect on July 1, 2007. The firm obtained approval for the Intel-STMicroelectronics joint venture from the Competition Commission of Singapore (CCS) in less than five weeks. The application filed by Drew & Napier LLC on August 28, 2007 was the first of its kind in Singapore under the Competition Act and CCS’s decision is significant, given that it provides insight into how it will conduct merger reviews for global transactions.

Hadiputranto, Hadinoto & Partners has represented Industrial and Commercial Bank of China Ltd (ICBC) in its acquisition of Bank Halim Indonesia, a privately-owned bank. This deal was unique and significant because it was ICBC’s first acquisition outside of the PRC. Baker & McKenzie Beijing acted on PRC law.

Jones Day has represented Aegis Group plc in the acquisition of Chinadotcom Strategic Inc, Ion Global Hong Kong, Ion Global (Korea) Ltd and Ion Global (California) Inc from CDC Corporation. Jones Day served as bidder and acquiror.

Mallesons Stephen Jaques has advised Chinese coal and coke producer Hidili Industry International Development Limited (Hidili) on its HK$4.1 billion (US$525 million) global offering and listing on the Main Board of the Hong Kong Stock Exchange. Hidili is one of the largest integrated coal producers by turnover in Southwest China. The global offering consisted of a public offer in Hong Kong and an international placement pursuant to Regulation S and Rule 144A under the US Securities Act. The Hong Kong public offer was oversubscribed by approximately 670 times and the international offering was significantly oversubscribed. Mallesons advised Hidili on the Hong Kong law aspects of the listing and worked closely with PRC counsel to conduct a group restructuring in preparation for the IPO. Mallesons also assisted in structuring a pre-IPO investment, through the issue of convertible notes, by Barings Private Equity Asia. The offering was also supported by four cornerstone investors who bought shares at an aggregate value of US$80 million.

Mallesons Stephen Jaques has advised luxury hotel group Mandarin Oriental Limited on its HK$3.5 billion (US$450 million) syndicated borrowing. Mallesons helped the borrower structure, negotiate and document a dual tranche secured transferable credit facility with a syndicate of 19 international banks. The financing involved a sophisticated security structure, which allows lenders to use simple documentation to participate and retire from security arrangements. The deal follows on from the firm’s previous work for the Mandarin Oriental group. In July of 2007, Mallesons assisted their client with a £85 million (US$127 million) secured financing and reorganization of the group’s entire UK corporate structure.

Mallesons Stephen Jaques has acted as Hong Kong counsel to Sichuan Xinhua Winshare Chainstore on its HK$2.1 billion (US$269 million) global offering and listing on the Main Board of the Hong Kong Stock Exchange. Sichuan Xinhua Winshare Chainstore is the first Chinese bookstore operator to launch an IPO in Hong Kong.

Mallesons Stephen Jaques has acted for Standard Bank on the US$100 million leveraged financing for the acquisition of furniture retailer Courts Singapore and Mammoth Malaysia by private equity investment vehicles, one of the few leveraged and private equity-led financings completed in Southeast Asia.

Morrison & Foerster has represented Kingsoft Corporation Limited, a major China-based software developer and online gaming company, as Hong Kong and US counsel in its US$100 million (HK$776 million) initial public offering on the Hong Kong Stock Exchange, which commenced trading on October 9, 2007. Deutsche Bank AG and Lehman Brothers Asia Limited are joint underwriters.

Paul, Hastings, Janofsky & Walker LLP has advised Hong Kong and Shanghai dual-listed China COSCO Holdings Company Limited (China COSCO) on its acquisition of the world’s largest bulk carrier fleet, from its parent company, China Ocean Shipping (Group) Company. China COSCO is one of the few A-share and H-share dual-listed PRC enterprises to have financed such a sizeable acquisition using predominantly new yuan-denominated A shares.

Paul, Hastings, Janofsky & Walker LLP has represented UBS AG, the sole global bookrunner, on the global offering of Hidili Industry International Development Ltd (Hidili), which comprised a Hong Kong public offer and an international offering, including a 144A placement. The offering raised US$600 million (HK$4.7 billion).

Shearman & Sterling LLP has advised project owners BASF-YPC Company Limited (a joint venture between BASF and Sinopec) on the US$1.5 billion refinancing of an integrated petrochemical project in Luhe, Nanjing, Jiangsu province, China. This is the largest RMB take-out refinancing to be done in China to date.

Shearman & Sterling LLP has advised China Minsheng Bank (Minsheng) on its investment in UCBH Holdings Inc (UCBH) (NASDAQ: UCBH), the holding company of United Commercial Bank. This transaction marks the first mainland Chinese bank to successfully make a strategic investment in a US bank. According to the terms of the agreement and subject to regulatory approvals, Minsheng will acquire an aggregate 9.9 percent ownership interest in UCBH, with a mutual option to increase the ownership to 20 percent by 2009 in two phases. In the first phase, which is expected to close at the end of 2007, UCBH will issue approximately 5.4 million shares of its common stock to Minsheng, following which Minsheng will own 4.9 percent of UCBH.

Slaughter and May has advised Morgan Stanley & Co International as placing agent in relation to the placing of 293,339,464 new shares in Regent Pacific Group Limited (Regent Pacific). The net proceeds of the placing were approximately US$42.7 million. The placing was announced on September 18, 2007. The firm is also advising Morgan Stanley Asia as financial adviser to Regent Pacific on its acquisition of certain mining assets in the PRC. Regent Pacific is listed on the Main Board of the Hong Kong Stock Exchange and is an investment holding company focused on investment in mining assets, principally in the PRC.

WongPartnership has acted for Macquarie Global Property Advisors, the adviser to Springleaf (BVI) No I Ltd, in the latter’s sale of 12 floors in Springleaf Tower to SEB Asset Management for US$151 million.

Deals – 18 October 2007

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Clyde & Co has advised SCA, a global consumer goods and paper company that develops, produces and markets personal care products, tissue, packaging solutions, publication papers and solid-wood products, on a significant multi-jurisdictional joint venture with Nuqul Group, one of the leading industrial groups in the Middle East. The deal involved the simultaneous acquisition of Nuqul’s feminine hygiene business in Egypt, Jordan, Saudi Arabia and the United Arab Emirates, with due diligence on operations across the Levant and the Gulf Cooperation Council countries. PricewaterhouseCoopers provided advice on the Nuqul acquisition.

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

Gide Loyrette Nouel has advised Veolia Water, a division of Veolia Environnement, on its acquisition of a 49 percent equity stake in Tianjin Shibei Water Company Ltd (Tianjin Shibei). Tianjin Shibei, which will be transformed into an equity joint venture between Tianjin Water Works (Group) Company Ltd and Veolia Water following completion of the acquisition, will hold a 30-year concession right to supply drinking water to three million inhabitants in Tianjin’s Shibei and Binhai Districts. The project is worth an estimated cumulated turnover of EUR2,65 billion for Veolia Water. Tianjin is a rapidly growing and important city in Northern China, which has recently been chosen by the central government to become the country’s third economic powerhouse after Shenzhen in south China’s Guangdong Province and the Pudong New Area in Shanghai. Several economic and administrative reforms, including preferential investment policies in the Binhai New Area have since followed.

Herbert Smith has advised Goldman Sachs and Morgan Stanley on the HK$13.74 billion (US$1.77 billion) initial public offering of Sino-Ocean Land Holdings, a Beijing-based residential developer listed on the Hong Kong Stock Exchange. The company sold 36.6 percent of its enlarged share capital, or 1.51 billion shares, of which 82 percent were newly-issued. Trading began on September 28, 2007 and the overallotment option was fully exercised on October 2 by the joint global coordinators in respect of an aggregate of 232,680,000 shares. Sino-Ocean Land Holdings Limited was established in 1993 as COSCO Real Estate Development and registered in Hong Kong under its current name in 2007. Sino-Ocean is among the largest real estate developers in Beijing with a focus on developing mid- to high-end residential properties and office buildings, retail properties, serviced apartments and hotels. It has roughly 8.6 million square meters of land slated for construction, as well as four large-scale prime development projects in Beijing. Herbert Smith advised on the Hong Kong and United States law aspects of the IPO.

Huen Wong & Co (in association with Fried, Frank, Harris, Shriver & Jacobson LLP) has represented Xinjiang Xinxin Mining Industry Co Ltd (Xinjiang Xinxin) in connection with its US$575 million (HK$4.485 billion, after the exercise of the overallotment option in full) global offering and listing of H Shares on the Main Board of the Hong Kong Stock Exchange. BOCI Asia Limited was the sole global bookrunner. Xinjiang Xinxin was the second largest integrated producer of nickel cathode in China in 2006.

Johnson Stokes & Master has acted for HSBC Group in establishing a life insurance joint venture with National Trust Limited in the PRC. HSBC Insurance (Asia) Limited and National Trust received approval from the China Insurance Regulatory Commission to establish the life insurance joint venture under the preferential terms of the Close Economic Partnership Arrangement. The initial total investment of the joint venture is one billion renminbi.

Johnson Stokes & Master has acted for start-up airline Macau Asia Express Limited in the airline’s acquisition of its first aircraft fleet. The firm represented the Macau-based airline in its negotiation with Aircastle, a leading US aircraft lessor, for the operating lease of six Airbus A320 aircraft. The negotiation concluded successfully on August 2007.

Skadden, Arps, Slate, Meagher & Flom is representing Galaxy Entertainment Group Limited (Hong Kong), an owner and operator of casinos, hotels and entertainment facilities in Macau, in its US$840 million sale of a 20 percent stake to Permira Advisers Limited, a private equity firm in the United Kingdom.

Skadden, Arps, Slate, Meagher and Flom has represented Goldman Sachs (Asia) LLC, the Hongkong and Shanghai Banking Corporation Limited and UBS AG as joint global coordinators in the approximately US$1.9 billion initial public offering of shares by SOHO China Limited, a real estate developer. The shares were listed on the Hong Kong Stock Exchange and included a Rule 144A/Regulation S component.

Skadden, Arps, Slate, Meagher and Flom has represented Goldman Sachs (Asia) LLC and Morgan Stanley Asia Limited as joint lead underwriters in the approximately US$842 million initial public offering by Bosideng International Holdings Limited (China), a producer and retailer of apparel. The offering included a Rule 144A component.

Slaughter and May has advised Morgan Stanley & Co International plc and Citigroup Global Markets Asia Limited as placing agents in relation to the placing of 200,000,000 new shares in China Resources Power Holdings Company Limited (China Resources Power). The net proceeds of the placing were approximately US$617.6 million. China Resources Power plans to use the proceeds to invest in coal mines in Mongolia and related infrastructure. The placing was announced on October 4, 2007. China Resources Power is listed on the Main Board of the Hong Kong Stock Exchange and is engaged in the investment, development, operation and management of power plants in the PRC.

Watson, Farley & Williams has advised Norwegian gas-carrier owner IM Skaugen’s Singapore subsidiary IM Skaugen Marine Services on a joint venture tie-up with GATX to take ownership of four 10,000-cbm ethylene/LPG/LNG carriers. The vessels are being built at Taizhou Wuzhou Shipbuilding in China and will join the Norgas pool on delivery. The firm advised Skaugen on the joint venture arrangements and the charter, construction, vessel management and financing agreements.

Deals – 23 August 2007

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Baker & McKenzie.Wong & Leow has advised Kingdom Hotel Investments (KHI), the leading international hotel and resort investment company chaired by HRH Prince Alwaleed Bin Talal, on its acquisition of the Four Seasons Hotel Jakarta, Indonesia for US$48 million. The acquisition is KHI’s first in Indonesia and reflects the Group’s investment and diversification strategy in high growth emerging markets.

Cleary Gottlieb Steen & Hamilton LLP has represented the underwriters in Perfect World Co Ltd’s US$217 million SEC-registered initial public offering. Morgan Stanley and Credit Suisse were joint book-running managers for the offering, and CIBC World Markets and Susquehanna Financial Group LLP were co-managers. The ADRs began trading on the NASDAQ Global Market on July 26.

Drew & Napier LLC has acted as counsel to the issue by Advance Modules Group Limited (AMG) of 34,181,875 warrants at the issue price of S$0.05 (US$0.03) for each warrant, each warrant carrying the right to subscribe for one new share at an exercise price of S$0.17 (US$0.11) for each new share in the capital of AMG. The warrants were successfully listed on the Official List of the Singapore Exchange Securities Trading Limited on August 15, 2007. The Company raised approximately S$1,669,000 (US$1,096,700) from the warrant issue and the gross proceeds arising from the exercise of all of the warrants are estimated to be S$5,811,000 (US$3,818,408). AMG’s principal activity is manufacturing memory modules and flash memory products; it has production facilities in Malaysia and China.

Gide Loyrette Nouel has advised Air Liquide, a world leader in industrial and medical gases and related services, on its acquisition of Celki International, a company established in Hong Kong and in the south of China. With 130 employees, Celki supplies respiratory products and services to the Chinese market. The acquisition will serve as a base for expansion for Air Liquide, which plans to identify and seize opportunities in the new homecare market in China.

O’Melveny & Myers has represented WuXi PharmaTech (Cayman) Inc (WuXi PharmaTech), the leading China-based pharmaceutical and biotechnology research and development outsourcing company, in its US$212 million initial public offering on the New York Stock Exchange. Trading began on August 9 under the symbol of WX. The offering consisted of 15,167,326 American Depositary Shares (ADSs) priced at US$14 per ADS, of which 11,978,347 ADSs were offered by WuXi PharmaTech and 3,188,979 ADSs were offered by selling shareholders. Credit Suisse Securities (USA) LLC and JPMorgan Securities Inc acted as joint book-running managers and Jefferies & Company Inc acted as a co-manager for the offering.

Skadden, Arps, Slate, Meagher & Flom has represented Credit Suisse Securities (USA) LLC and JPMorgan Securities Inc as joint lead underwriters in the US$212 million initial public offering of the American Depositary Shares of WuXi PharmaTech (Cayman) Inc, a pharmaceutical and biotechnology research and development outsourcing company based in China. The ADSs were listed on NYSE and the over-allotment option was exercised on the same date of listing. The offering was priced above the top of the price range.

Skadden, Arps, Slate, Meagher & Flom LLP has represented Toshiba Corporation in its US$540 million sale of a 10 percent stake in the US and UK holding companies of Westinghouse Electric Company LLC to Kazatomprom. Toshiba is a global leader in nuclear energy, and Kazakhstan-based Kazatomprom is a major supplier of uranium. Toshiba and Kazatomprom have signed a share-transfer agreement, under which Kazatomprom will become an indirect minority shareholder in Westinghouse. Toshiba will continue to control Westinghouse, by owning 67 percent of the company indirectly. The transaction is expected to close in September 2007.

Sullivan & Cromwell LLP has represented Barclays PLC (UK) in the US$2.964 billion sale of a 3.1 percent stake in the company to China Development Bank (China) and in the US$2 billion sale of a 2.1 percent stake in the company to Temasek Holdings (Pte) Ltd. (Singapore), both announced July 23, 2007.

Sullivan & Cromwell LLP has represented Lazard Ltd (France) in its acquisition of Carnegie, Wylie & Company Pty Limited (Australia), announced August 1, 2007.

WongPartnership has acted for Ascendas Land International Pte Ltd as sponsor of Ascendas China Commercial Fund, which raised US$400 million in equity to invest primarily in real estate or real estate related assets in the People’s Republic of China, which are used predominantly for commercial purpose.

WongPartnership has acted for Credit Suisse as a major investor in the Ascendas China Industrial & Business Space Fund, which seeks to raise up to US$600 million in funds to acquire and develop properties used or to be used predominantly for industrial and business space purposes in the People’s Republic of China.

Deals – 9 August 2007

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Baker & McKenzie has advised Property Funds Australia (PFA) as responsible entity for the PFA Diversified Property Trust on its A$52 million structured acquisition and new management agreement of the Hotel Grand Chancellor Perth. This is the Trust’s second hotel acquisition following their acquisition of the CitigateMelbourne. The four-star hotel, comprising 278 guest rooms, is located close to Perth’s central business district. The hotel will now be managed by Mirvac Hotels Pty Limited as the Citigate Perth and will undergo an extensive refurbishment.

Clifford Chance has advised Cerberus Asia Capital Management on its equity investment and financing commitment to specialist civil structural engineering, infrastructure, alternative energy and building contractor, HKC (Holdings) Limited. HKC holds premium property development projects in Shanghai, Tianjin and Nanxun.

Clifford Chance has advised Citigroup Global Markets Limited in connection with the issue of US$80 million Zero Coupon Convertible Bonds due 2012 by Core Projects & Technologies Limited. Core Projects & Technologies Limited is an information technology service provider listed on the Bombay Stock Exchange.

Clifford Chance has advised CVC Capital Partners Asia Pacific Ltd on its public-to-private MBO of Taiwan-listed Nien Made Enterprises, the world’s largest manufacturer of window-blinds, for US$547 million and Billion Coins Development Ltd, a Hong Kong holding company of a PRC curtains business, for US$193 million.

Clifford Chance has advised International Power plc on its agreement to acquire the 648MW Trinergy wind portfolio in Italy and Germany for an enterprise value of EUR1,839 million. The portfolio is currently owned by private investors connected with the Matrix Group and CJS Capital Partners. The Trinergy assets are located in Italy and Germany. The cash consideration of EUR868 million will be funded by non-recourse acquisition debt of EUR300 million and current liquid resources of EUR568 million from International Power.

Clifford Chance is advising Mobile Telecommunications Company KSC consortium on its US$6.2 billion financing for the 3rd GSM mobile services license in Saudi Arabia. The initial financing (for 80 percent of the aggregate license fee) was required to be completed within 21 days of formal notification from the Saudi telecoms regulator that the consortium bid was successful. The remaining 20 percent will be completed in the coming months through an initial public offering of the license company.

Clifford Chance has advised Qatar National Bank SAQ as the borrower on a US$1.75 billion facility. The facility was arranged by Barclays Capital and RBS and is the largest ever loan facility to a bank in the region.

Clifford Chance has advised 3i Group plc on the acquisition of Deutz Power Systems GmbH & Co KG from Deutz AG for EUR360 million. Deutz Power Systems GmbH & Co KG is one of the leading suppliers of diesel and gas engines used for energy conversion.

Fried Frank represented Dow Jones in its US$$5 billion buyout by News Corp. Under the terms of the agreement, News Corp would buy all the outstanding shares of Dow Jones’s common and class B stock for US$60 per share in cash. The deal allows a limited number of Dow Jones stockholders the choice of receiving equity units in a News Corp subsidiary that will hold Dow Jones. Those units will be exchangeable for shares of News Corp’s Class A common stock. In connection with the buyout, News Corp will establish a special committee comprised of five distinguished journalists or community leaders who will oversee the editorial and journalistic independence and integrity of The Wall Street Journal and other Dow Jones publications.

Heller Ehrman has represented Placement Agent Roth Capital partners LLC in two recent PIPE transactions for issuers with Chinese operations and assets. This is the second set of successful transactions the firm has assisted Roth within this year. In the first transaction, China Agritech, Inc (OTC Bulletin Board: CAGC.OB), a leading liquid fertilizer manufacturer in China, raised approximately US$15 million by selling 29 percent of its new shares. China Agritech intends to use the majority of the proceeds to add organic granular fertilizer to its product lines and construct a granular fertilizer line in each of its new factories, located in Hebei, Anhui, Chongqing and Xinjiang. In the second transaction, Ritar International Group Limited completed its reverse takeover of Concept Ventures Corporation (OTC Bulletin Board: CRTP.OB) and simultaneously completed a PIPE transaction to raise US$12.3 million.

Khaitan & Co has advised Kolte Patil Developers Pvt Ltd (KPDL) in relation to all aspects of their Initial Public Offering. The total issue size is INR 600 – 700 crores approximately (US$170 million approximately). 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.

Khaitan & Co has acted as the Domestic Legal Counsel to the Book Running Lead Managers (BRLMs) Motilal Oswal Investment Advisors Pvt Ltd (MOIAPL) in relation to the Initial Public Offering of Zylog Systems Limited. 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.

Khaitan & Co has advised Tommy Hilfiger as the Indian Legal Counsel in relation to the closure and transfer of Tommy Hilfiger’s operations in India pursuant to its global sale of sourcing operations to Li & Fung, headquartered in Hong Kong. Tommy Hilfiger has a significant market share in the US and a large European business in the Textile & Apparels industry. It is present across categories including women’s wear, denim and children’s wear. Li & Fung is a buying agency for consumer goods with its headquarters in Hong Kong and a network of over 70 offices in 40 countries. Tommy Hilfiger sold its entire global sourcing operations to Li & Fung for US$247.8 million. This is the biggest deal made by Li Fung.

Lovells Lee & Lee in Singapore has acted as lead counsel for ICICI Bank Limited and Barclays Capital as joint lead arrangers in its arranging of a US$300 million secured syndicated term loan facility to Jet Airways (India) Limited, which the airline used to fund its purchase of 10 Boeing aircraft and 10 Airbus aircraft. The syndicate of lenders was comprised of 10 banks.

Morrison & Foerster has represented Abax Global Opportunities Fund in connection with its US$33 million (HK$260 million) investment in China Water Industry Group Limited, a Hong Kong listed company, through subscription of convertible bonds. UBS AG acted as the placing agent. The investment provides additional capital for China Water Industry to develop and expand its water supply and sewage treatment related business in China. The Abax Global Opportunities Fund was launched in early July of this year with US$300 million (HK$2.34 billion) in assets under management in one of Asia’s biggest ever hedge fund launches. The fund has been reported to have investor demand of more than US$127.7 million (HK$1 billion) for the first year.

O’Melveny & Myers has represented China Real Estate Opportunities Limited (CREO) and its affiliates in the following three acquisitions of investment properties in Shanghai, China (and their bank financings): (a) 4.15 billion renminbi (approximately US$535 million, subject to adjustment) acquisition of, among others, Phases 1, 2 and 3 of the City Centre development, a high-end mixed-use property with office, commercial and residential components; (b) 1.10 billion renminbi (approximately US$142 million, subject to adjustment) acquisition of the Central Plaza investment property, a centrally located office building; and (c) US$51.25 million (subject to adjustment) acquisition of the Treasury Building (formerly known as the Park Centre development), a high-end office building in a prime location.

Paul, Hastings, Janofsky & Walker LLP (Paul Hastings) has advised JPMorgan Chase Bank Berhad and JPMorgan Chase Bank NA as lead arrangers of financing for CVC Asia Pacific Limited’s buyout of Genting Sanyen’s paper and packaging business for RM745 million (US$215 million). Genting Sanyen Industrial Paper Sdn Bhd is the largest integrated paper and corrugated carton manufacturer in Malaysia, based on tons of paper sold. The combined capacity of its two paper mills represents 30 percent of Malaysia’s total industrial brown paper output and the company has an estimated 15 percent market share in Malaysia.

Paul, Weiss has represented South Korea’s top construction and machinery equipment company Doosan Infracore Co Ltd (Doosan) in its deal to acquire Bobcat, the world’s top compact construction equipment firm, and two other units from US industrial conglomerate Ingersoll-Rand Co Ltd. Paul, Weiss acted as international counsel for Doosan in this US$4.9 billion deal which is the largest foreign purchase to date by a South Korean company. The Paul, Weiss attorneys on the deal included corporate partners.

Sullivan & Cromwell LLP has represented HSBC China Dragon Fund, a closed-end investment fund that focuses on investing in listed companies established or operating in the People’s Republic of China, in its initial public offering and Hong Kong Stock Exchange listing of 371,910,000 units. The aggregate size of the offering (including the over-allotment option) was approximately US$478 million. The IPO consisted of a public offering and listing in Hong Kong, a Regulation S offering outside the US, and an unregistered offering in the US to QIB-QPs in reliance on Rule 144A and Section 3(c)(7) of the US Investment Company Act of 1940. The Hongkong and Shanghai Banking Corporation Limited was the lead underwriter of the IPO.

WongPartnership has acted for JP Morgan (SEA) Limited, Citigroup Global Markets Singapore Pte Ltd and DBS Bank Limited as Joint Underwriters and Bookrunners in the initial public offering of shares in Ascendas India Trust, Singapore’s first listed Indian property trust, comprising an international placement under Regulation S, which raised gross proceeds of approximately US$363.31 million.

Deals – 14 June 2007

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Allen & Overy has advised International Investment Group KSCC of Kuwait (IIG) in connection with its US$200 million debut Islamic sukuk issue, which is also the first convertible sukuk issue in Kuwait. Barclays Bank PLC acted as sole manager and bookrunner. The sukuk was issued through a special purpose vehicle established in Jersey, IIG Funding Limited. Reflecting the complexities of the Kuwaiti share issue and authorisation process for investment companies, the sukuk allows holders to convert on a quarterly basis into ordinary shares of IIG with one quarterly conversion a year being unlimited in amount and the remaining three being on a limited basis. The sukuk is also convertible on a change of control of IIG. The sukuk is listed on both the Dubai International Financial Exchange (DIFX) and the Professional Securities Market of the London Stock Exchange.

Allen & Overy has advised Standard Chartered Bank, as arranger, and the dealers in connection with the establishment of a US$1 billion sukuk programme by Emirates Islamic Bank, with a guarantee from its parent company, Emirates Bank International. Allen & Overy also advised the managers on the inaugural issue of US$ 350 million trust certificates due 2012 under the programme. The sukuk was issued through a special purpose vehicle established in the Cayman Islands, EIB Sukuk Company Limited. The sukuk programme is listed on the London Stock Exchange.

Cleary Gottlieb has represented Goldman Sachs, JP Morgan and the other underwriters in Koninklijke Philips Electronics NV’s sale of US$2.5 billion of American Depositary Shares (ADSs) representing common shares of Taiwan Semiconductor Manufacturing Company Limited. The offering, which closed June 17, ties the record for the largest ever equity deal by a Taiwanese company. Taiwan Semiconductor is the world’s largest dedicated semiconductor foundry, with common shares listed on the Taiwan Stock Exchange and ADSs listed on the New York Stock Exchange.

Cleary Gottlieb has represented LG Electronics Inc in its Reg S offering of US$500 million in floating rate notes due 2012. The notes are listed on the Singapore Stock Exchange. Deutsche Bank, HSBC, JP Morgan, Korea Development Bank and Morgan Stanley acted as joint lead managers. LG is a leading international brand-name manufacturer of consumer electronics products and components.

Cleary Gottlieb has served as transaction counsel in an offering by Woori Bank of US$1 billion 6.208 percent hybrid tier I securities, listed on the Singapore Stock Exchange. ABN AMRO, Credit Suisse, Deutsche Bank Securities, HSBC, Merrill Lynch International and Woori Investment & Securities were joint bookrunners and BMO Capital Markets and ING Wholesale Banking were co-managers for the offering, which priced on April 25 and closed June 7. Woori Bank is the flagship bank of Woori Finance Holdings, the largest holding company in Korea, whose shares are listed on NYSE. It is the third-largest commercial bank in Korea based on total loans and assets and provides a wide range of products and services to a broad spectrum of customers.

Hemant Sahai Associates, Advocates (HSA) has advised in the transaction marking the entry of Interbrew International BV, Belgium (InBev), the largest beer brewer in the world by volume, into India. HSA advised the majority Indian partner, RKJ Group, on the joint venture to manufacture, brew, produce, market and sell beer in the territory. The Indian JV will roll out the InBev internationally renowned brands Stella Artois, Beck’s and Lowenbrau. The proposed investment in the Joint Venture is approximately US$120 million.

Herbert Smith has advised Shanghai Zendai Property Limited, a leading Shanghai-based property developer, on its offering of US$150 million fixed-rate high-yield notes, due 2012. The notes were listed on the Singapore Exchange Securities Trading Limited, and offered in reliance on Regulation S under the Securities Act. Shanghai Zendai Property develops high-end residential properties, retail and other commercial properties. It presently has eight projects under development in Shanghai, Yangzhou, Haimen, Jilin City and Changchun. The funds will be used to finance the Group’s existing and new projects, as well as providing general working capital. Herbert Smith advised on the US and UK law aspects of the transaction.

Lovells has advised sponsor Bank of China International (BOCI) on the first initial public offering by a Chinese bookstore chain, Sichuan Xinhua Winshare, raising US$300 million after partial exercise of the over-allotment option. The H-share offer comprised a Hong Kong public offer and international placing of 369.4 million new shares, representing 15 percent of the enlarged issued share capital of Sichuan Xinhua Winshare, and raised gross proceeds of US$300 million after partial exercise of the over-allotment option. The company was listed on the Hong Kong Main Board on May 30. The Hong Kong public offer was 121 times over-subscribed allowing the deal to be priced at the top of the range.

Lovells has advised Jana Partners, a New York-based hedge fund on their successful bid to acquire a 30 percent equity interest in Shenyang Machine Tools Group Co Ltd (STMCL), China’s largest machine tool manufacturer for US$132 million (1.011 billion reminbi). The acquisition was undertaken in a competitive bid auction conducted via the Shanghai United Assets and Equity Exchange (SUAEE), a specialised equity-capital market which provides the entrance and exit route for investments in China. The SPA and JV Contract were signed during a highly publicised ceremony held at the company’s facility on June 9, 2007. This is one of first deals in China where the State-owned Assets Supervision and Administration Commission (SASAC) was the direct seller rather than a State Owned Enterprise group company and was also one of the first such sales to be conducted by way of competitive auction through the SUAEE.

Skadden, Arps, Slate, Meagher & Flom has represented Citigroup Global Markets Asia Limited and Morgan Stanley Dean Witter Asia Limited (as Hong Kong and US counsel), as co-lead underwriters in the US$246 million initial public offering of shares and listing on the Hong Kong Stock Exchange of Pacific Textiles Holdings Limited, a manufacturer of premium knitted fabrics. The shares were offered pursuant to a public offering in Hong Kong and a Rule 144A/Regulation S placement.

Skadden, Arps, Slate, Meagher & Flom has represented TM International Ltd, an investment entity owned by Telekom Malaysia Berhad (a voice and data telecommunications company and an Internet service provider), in its US$113 million acquisition of an additional 7 percent stake in PT Excelcomindo Pratama Tbk (a wireless telecommunications company in Indonesia) from AIF (Indonesia) Limited (a private equity fund sponsored by AIF Capital in Hong Kong) to give TM International ownership of a 67 percent stake in PT Excelcomindo.

Slaughter and May has advised CITIC Group in relation to the sale of its indirect interest in 50 percent of the voting rights in JSC Karazhanbasmunai (KBM), a Kazakhstan company, to CITIC Resources Holdings Limited, CITIC Group’s Hong Kong listed subsidiary, for a total consideration of approximately US$1 billion. KBM is engaged in the exploration, development and production of oil and holds the right to develop and produce oil in the Karazhanbas oilfield in Kazakhstan until 2020.

Slaughter and May has advised Crescent Point Group who led and arranged the US$30 million investment by China Brands Investments Limited as a corporate investor in the IPO of Belle International Holdings Limited. China Brands Investments Limited is an investment vehicle established by Crescent Point, and in which Groupe Arnault (the parent company of LVMH Moët Hennessy – Louis Vuitton) is the largest single investor. Belle, the largest women’s footwear retailer in the PRC, has recently completed its HK$8.7 billion global offering and listing of shares on the Hong Kong Stock Exchange in the most successful retail offering ever in Hong Kong, being 500 times oversubscribed.

Slaughter and May has advised Lehman Brothers Asia Holdings Limited in relation to the acquisition of a minority stake in Kingdee International Software Group Company Limited (Kingdee) which was announced and completed on June 4, 2007. Slaughter and May advised Lehman Brothers’ private equity arm in its co-investment in Kingdee with IBM WTC Asia Holdings LLC (IBM). Lehman Brothers and IBM are together expected to acquire an approximately 8 percent interest in Kingdee for a consideration of approximately HK$130 million (US$17 million). Lehman Brothers and IBM have developed an alliance to explore other opportunities of co-investment in the PRC and this is the first of an expected series of such co-investments. Kingdee is a company listed on the Hong Kong Stock Exchange and is a leading enterprise software solution provider in the PRC.

Slaughter and May has advised Morgan Stanley & Co International plc in relation to a concurrent equity and convertible debt issue by Zhongyu Gas Holdings Limited which was announced on May 28, 2007. The aggregate funds raised were US$82 million. Slaughter and May advised Morgan Stanley, as placing agent, in relation to the placing of existing shares in Zhongyu Gas, representing 17.55 percent of its existing issued share capital, by Hezhong Investment Holding Limited for a consideration of approximately HK$325 million (US$42 million). Following the placing, Hezhong subscribed for 279 million new shares in Zhongyu Gas. Slaughter and May also advised in relation to the concurrent offering by Zhongyu Gas of US$40 million one per cent. convertible bonds due 2012 which are convertible into ordinary shares in Zhongyu Gas.

Slaughter and May has acted for YTL Corp Finance (Labuan) Limited and YTL Corporation Berhad in relation to the issue by YTL Corp Finance (Labuan) Limited of US$300 million zero coupon guaranteed exchangeable bonds due 2012 exchangeable into ordinary shares of, and unconditionally and irrevocably guaranteed by, YTL Corporation Berhad. The bonds were listed on the Singapore Stock Exchange and the Labuan International Financial Exchange. YTL Corporation Berhad, whose shares are listed on the Main Board of Bursa Securities, Malaysia and the Tokyo Stock Exchange, is the holding company of an international group of companies.

Watson, Farley & Williams has acted for Global Process Systems Inc (GPS) on their 50 percent acquisition of Asia Offshore Services Pte Ltd (AOS) from, and subsequent joint venture with, Clough Ltd of Australia. AOS is based in Singapore and is involved in project logistics and operations support for companies involved in the offshore oil & gas sector. Deacons Singapore acted for Clough. Loo & Partners assisted WFW on Singapore law issues.