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Deals – 21 June 2007

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Allen & Overy has advised Deutsche Bank AG, London Branch and Goldman Sachs International as lead managers and bookrunners in connection with the debut US$1.25 billion Islamic sukuk issue by DIFC Investments LLC (DIFC Investments), the investment arm of the Dubai International Financial Centre. The sukuk is the largest non equity linked sukuk issue in the world and also the largest rated sukuk that has ever been issued. The sukuk was issued through Dubai Sukuk Centre Limited, a wholly-owned subsidiary of DIFC Investments. The terms of the sukuk and the transaction documentation are governed by DIFC law, which is the first time that DIFC law has been used for an international securities offering. The sukuk will be listed on the Dubai International Financial Exchange.

Baker & McKenzie has advised Walker Group Holdings Limited, as Hong Kong law counsel, on its HK$579 million (before exercise of the over-allotment option) offering. The shares commenced trading on the Hong Kong Stock Exchange on June 7, 2007. Walker Group is principally engaged in the design and sales of a diversified range of footwear products in Hong Kong and the PRC. The company has established an extensive sales network in Hong Kong and the PRC, including 56 outlets in Hong Kong and 337 outlets in 23 provinces in the PRC. In addition, it also has seven franchised concessions in Taiwan. The footwear products are primarily sold under six major in-house brands, namely, Couber.G, Forleria, Ox-X-Ox, Tru-Nari, Artemis and Walaci; and two authorised brands, namely Acupunture and Pink Panther. Taifook capital Limited was the sole sponsor of the offering. Taifook Securities Company Limited and DBS acted as the joint global coordinators, joint bookrunners and joint lead managers on the offering.

Cleary Gottlieb has represented the underwriters in a US$469 million SEC-registered initial public offering of LDK Solar Co Ltd. Morgan Stanley and UBS Investment Bank acted as joint book-running managers for the offering, and Piper Jaffray, CIBC World Markets and CLSA Asia-Pacific Markets were co-managers. The deal is the largest US initial public offering to date by a private sector Chinese company. The American Depositary Receipts began trading on the NYSE June 1. LDK is a leading manufacturer of multicrystalline solar wafers, the principal raw materials used to produce solar cells. LDK is based in Xinyu City, Jiangxi Province, China.

Gide Loyrette Nouel has advised the Italo-German KME Group SpA (KME), one of the largest manufacturers of copper and copper alloy products, on three simultaneous acquisitions in China. The transaction involved the acquisition by KME of 40 percent of the equity interest held by its Chinese partner in two equity joint ventures, as well as the acquisition of 70 percent of the equity interest in a local company to be transformed into a new joint venture. Gide Loyrette Nouel assisted KME on all aspects of the transaction including structuring options, legal due diligence and drafting of project documents. This transaction was completed in accordance with a previous agreement entered into between the parties two years ago (Gide Loyrette Nouel advised KME in connection with this initial transaction).

Johnson Stokes & Master has acted for Lendlease, an Australian property investment fund, in the sale of Lodge on the Park, 2A, 2B and 4 Kennedy Terrace, Mid-levels, Hong Kong. The property is a 19-year old residential building with 56 residential units and a total GFA of 90,000 square feet. The transaction price of HK$1 billion represented an average of HK$11,000 per square foot.

Mallesons Stephen Jacques has acted as Hong Kong counsel to Sichuan Xinhua Winshare Chainstore (Sichuan Xinhua Winshare) 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 is the first Chinese bookstore operator to launch an IPO (initial public offering) in Hong Kong. The state-owned company operates the largest retail bookstore in Sichuan Province, China’s third most populous province. It also engages in book publishing and distribution, which although a highly regulated industry in China is becoming increasingly competitive and liberalised. The global offering comprised of an IPO of H-shares in Hong Kong and a Regulation S offering to institutional investors elsewhere in the world. Sichuan Xinhua Winshare’s listing is also one of the largest IPOs in Hong Kong this year to be arranged on a sole basis. BOCI Asia acted as sole global coordinator, bookrunner, sponsor and lead manager.

Nishith Desai Associates has acted as legal counsel to INDIAREIT Offshore Fund and Indiareit Fund – Scheme I, real estate private equity funds with a joint corpus of approximately US$300 million. INDIAREIT Offshore Fund and Indiareit Fund – Scheme I made an investment of approximately US$61 million in a project involving development of Special Economic Zone and residential/commercial township in Pune by Paranjape Schemes (Constructions) Limited, one of the renowned real estate developers in Pune, Maharashtra.

Paul, Weiss, Rifkind, Wharton & Garrison has represented Citigroup Inc on its tender offer to become the majority shareholder of Nikko Cordial Corporation, a leading Japanese securities brokerage, asset management and investment banking firm. Upon the settlement of the offer for approximately $7.7 billion in cash on May 9, Citigroup owned approximately 61 percent of the shares. On June 12, Citigroup announced that it had acquired additional shares taking its stake to approximately 68 percent. Citigroup and Nikko commenced operations of a Japanese joint venture investment bank in 1998. Following Nikko’s discovery late last year of an accounting scandal which led to the resignation of its chairman, president and other senior officers, Nikko reviewed its alternatives, initiating a process that led to the agreement with Citigroup providing for the acquisition.

Sullivan & Cromwell has represented the underwriters, led by Goldman Sachs and UBS, in the SEC registered initial public offering and NYSE listing of American Depositary Shares of Yingli Green Energy Holding Company Limited, a leading vertically integrated photovoltaic product manufacturer in the People’s Republic of China. The aggregate size of the offering was US$319 million (excluding the green shoe option). Yingli is among a number of solar energy companies in the PRC that have recently tapped the US capital markets for their international capital-raising activities since 2005.

WongPartnership has acted for Asia Mobile Holdings in relation to the US$960 million bridge loan financing. Asia Mobile Holdings is an indirect subsidiary of ST Telemedia and is a joint venture between ST Telemedia and Qatar Telecom QSC, the Qatar state-owned telco.

WongPartnership has acted for Athena Projects Pte Ltd, a holding company of hydro-electric and thermal power plants in India, in a US$60 million equity-cum-debt investment from the Tiger hedge fund.

WongPartnership has acted for China EnerSave Limited that, through its subsidiary Amanda Industries Pte Ltd acquired a 15 percent stake in Amanda Maintenance, Industrial, General & Offshore Services Company Limited from Prudential Vietnam Assurance Private Limited.

WongPartnership has acted as Singapore counsel to CCMP Capital in an agreement with The Linde Group, the global gases company, to acquire BOC Edwards. The transaction was valued at over US$911 million.

WongPartnership has acted for Parkway Holdings Limited (PHL) in its acquisition of a 60 percent stake in the World Link chain of clinics operating in Shanghai, PRC via the acquisition of the entire issued share capital of MRI by PHL’s wholly-owned subsidiary from Hong-Kong incorporated WorldLink Medical Systems Limited. The transaction was valued at over US$43 million.

WongPartnership has acted for consortium which comprised Baring Private Equity Asia Pte Ltd and The International Investor, as leading financing counsel in the acquisition financing involving the acquisition of Courts (Singapore) Limited (CSL), Courts Mammoth Berhad (CMB), a 20 percent equity interest in Memphis King Ltd (Holding company of Courts Megastore (Thailand) Ltd), brand rights for the use of several retails brands in Japan, China, Australia, India, Hong Kong, Philippines, Sri Lanka, New Zealand and Papua New Guinea; and receivables owing by CSL, CMB and/or their respective subsidiaries to Courts PLC and/or other Courts PLC group companies. The transaction was valued at US$100 million.

Deals – 28 June 2007

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Allens Arthur Robinson has represented Australia and New Zealand Banking Group Limited, Natixis and Rabobank International who provided a HK$3,217 million senior secured acquisition financing facility to enable a subsidiary of Pioneer Iron & Steel Group Limited to launch a potentially hostile takeover bid for Hong Kong main board listed China Oriental Group. Pioneer Iron & Steel is owned by Diana Chen, said to be China’s second wealthiest woman. Allens Arthur Robinson advised on all aspects of the transaction including negotiating and drafting the finance documentation and advising on issues arising under the Hong Kong Takeovers Code and HKSE Listing Rules.

Baker & McKenzie has advised Australian Social Infrastructure Fund (ASIF) on its listing on the Australia Pacific Exchange (APX) on June 22, 2007. Austock Corporate Finance Limited acted as the financial adviser. ASIF is the first listing of a property trust on the APX, and listed with a market capitalization of AUS$80 million. ASIF was established in 2001 and invests in social infrastructure assets. With 1450 unitholders, ASIF’s listing was a compliance listing which did not require a prospectus or product disclosure statement for “spread” or secondary trading purposes. The APX is a small stock exchange, and imposes fewer cost and logistical constraints on listings providing an easier entry level compared to the ASX.

Baker & McKenzie has advised Hong Kong-listed Pacific Andes International Holdings (PAIH) on its rights issue in Hong Kong, to fund part of the Pacific Andes Group’s acquisition of an increased stake in its Singapore-listed subsidiary, China Fishery Group Limited (CFG). The PAIH rights issue in Hong Kong raised approximately US$120 million and dealings in the PAIH rights shares commenced on June 12, 2007. The acquisition, at a consideration of approximately US$356 million, was done via another PAIH’s Singapore-listed subsidiary, Pacific Andes (Holdings) (PAH), which itself undertook a rights issue and convertible bond issue in Singapore to part-fund the acquisition. Immediately following the acquisition, PAIH’s attributable interest in CFG increased from about 18.7 percent to about 41.6 percent. CFG is one of the world’s leading upstream industrial fishing operators with access to controlled ocean resources through quota shares and licenses to fish, principally in the Pacific Ocean and in Peru.

Baker & McKenzie has advised HSBC Institutional Trust Services (Asia) Limited as the Trustee of RREEF China Commercial Trust (RREEF CCT), a real estate investment trust that is managed by RREEF China REIT Management Limited and aims to invest on a long-term basis in a diversified portfolio of institutional quality office and mixed-use properties (where a significant portion of the property has been designated for office use) in major cities in China, Hong Kong and Macau. RREEF CCT raised approximately HK$2.5 billion (approximately US$326 million) through a Hong Kong initial public offering and an international placement, based on an offering of 484.4 million units of RREEF CCT (units) at the offering price of HK$5.15 per unit. Proceeds from the offering, and related debt capital-raising, were used to fund the acquisition of Gateway Plaza, which comprises two 25-storey towers connected by a three storey atrium as well as three underground floors with a 675-space car park, plant rooms and ancillary facilities in Beijing with an appraised value of HK$3,978 million (approximately US$500 million), which becomes the first property owned by RREEF CCT. The units are listed on the Main Board of the Hong Kong Stock Exchange, with trading commencing on June 22, 2007. RREEF CCT is the second REIT listed in Hong Kong with underlying assets in the PRC mainland, following the initial public offering in late 2005 of GZI Real Estate Investment Trust on which Baker & McKenzie acted for Guangzhou Investment Company Limited.

Clifford Chance has advised the Dubai World Group on its acquisition of Cunard’s legendary ocean liner Queen Elizabeth 2 for US$100 million, a transaction that will result in this iconic ship being converted into a luxury floating hotel, retail and entertainment centre in Dubai. The ship is due to be delivered in November 2008 following which she will be extensively refurbished and then installed at a dedicated pier on Palm Jumeirah, the world’s largest man-made island.

Colin Ng & Partners’ corporate team has acted for Mr Tsai Eng Meng, the controlling shareholder of Want Want Holdings Ltd, and the bidding vehicle in the US$850 million financing of the delisting offer for the food and beverage manufacturer’s shares not already held by the offeror and concert parties. Colin Ng & Partners advised Mr Tsai Eng Meng and the borrower on the syndicated loan to finance the acquisition. The loan is arranged by UBS AG, Goldman Sachs Credit Partners LP and BNP Paribas. Kayal Sachi and Emmanuel Hadjidakis of Allen & Overy advised the arrangers. Want Want Holdings Ltd’s principal activities are manufacturing and trading snack foods, beverages, and related products. The Taiwan-based group, whose products are distributed widely in China and the Asia-Pacific region, was listed on SGX in May 1996.

DLA Piper has acted as US counsel to China Central Properties Limited in its successful US$500 million global offering and listing on the London Stock Exchange’s AIM market. China Central Properties (or CCP) focuses on acquiring partially completed and distressed property developments in China. CCP is an affiliate of Shui On Construction and Materials Limited (or SOCAM), a leading Hong Kong-based property developer. The offering, which closed on June 13, 2007, included the issuance of 151.23 million new shares and convertible bonds, and was sold to institutional investors in the US under Rule 144A and outside the US in reliance on Regulation S. Deutsche Bank was the sole book runner for the offering.

Freshfields Bruckhaus Deringer has advised 3Com Corporation on the US$430m leveraged financing of the acquisition from an affiliate of Huawei Technologies Co Ltd of the remaining 49 percent ownership in H3C Technologies Co Limited (formerly known as Huawei-3Com Co Limited), its PRC joint venture with Huawei Technologies Co Ltd.

Freshfields Bruckhaus Deringer has advised Cordless Industries Inc (Cordless), on its mandatory general conditional offer for all issued share capital it does not already own in Techtronic Industries Co Ltd. (Techtronic) at HK$3.60 per share, valuing the company at HK$4.12 billion (US$528 million). Cordless will also make an offer to buy all the company’s American Depository Receipts (ADRs) and bonds. Cordless intends to maintain the principal business of Techtronic and has no plans to delist the company.

Freshfields Bruckhaus Deringer has advised Goldman Sachs (Japan) PIA on the purchase of eMobile shares from Japan’s eAccess for ¥12billion and also on the sale of its 91.75 percent stake in Sanyo Electric Credit to STV Partners, a wholly owned subsidiary of GE Capital for ¥26 billion.

Freshfields Bruckhaus Deringer has advised Lion Air on the sale and leaseback of four Boeing 737-900ER aircrafts to be operated by them in Indonesia. The aircraft lessor is Amentum, an affiliate of HSH Nordbank.

Freshfields Bruckhaus Deringer has advised Saudi Telecom Company (STC), Saudi Arabia’s national telecommunications company in its acquisition of a 25 percent stake in Maxis Communications Bhd, the leading Malaysian telecoms operator with a presence in India and Indonesia, plus a 51 percent stake in Maxis’ Indonesian operation, NTS. The entire deal is worth $3.05 billion and marks STC’s first international investment. International law firm advised STC on this transaction.

Freshfields Bruckhaus Deringer has advised TCC International Holdings Ltd (TCC) on the purchase of Chia Hsin Cement Greater China Holding Corporation (Chia Hsin Cement) for HK$2.58 billion (US$330 million). TCC, a unit of Taiwan Cement Corporation, said it agreed to buy the unit of Taiwan-listed Chia Hsin Cement to boost output and increase profitability.

Heller Ehrman has acted for Asia Television Limited (ATV) and its controlling shareholder, Dragon Goodwill International Limited in connection with the sale of both existing and new shares of ATV to a consortium of purchasers for an undisclosed purchase consideration. The transaction required and obtained, amongst others, approval from both the Broadcasting Authority and Chief Executive-in-Council.

Johnson Stokes & Master has acted for the Hong Kong Institute of Education (HKIEd) in relation to the Commission of Inquiry on allegations in relation to the HKIEd. This is a high-profile case which involved a hearing that lasted 35 days during which JSM assisted a large number of staff and council members of the HKIEd in their evidence to the Commission.

Paul, Hastings, Janofsky & Walker has represented RREEF, the real estate and infrastructure investment arm of the Deutsche Bank Group, on the US$320 million listing of the RREEF China Commercial Trust (RREEF CCT) on the Main Board of the Hong Kong Stock Exchange. The RREEF CCT is the third-ever REIT with a portfolio made up solely of PRC-based assets, after the CapitaRetail China Trust and GZI REIT, which listed in Singapore and Hong Kong respectively.

Rodyk & Davidson has acted as the Singapore counsel for Tiger Global Four Holdings, a hedge fund, in their US$60 million equity-cum-debt investment into Athena Projects Pte Ltd, the holding company of hydroelectric and thermal power plants in India. Completion of the investment took place in the first week of June 2007.

Tan Peng Chin has acted for and advised Ascendas India Development Fund Management Pte Ltd in setting up a S$500 million India development fund, investing in integrated real estate projects in India including the development of business space. The fund may also participate in residential, commercial, retail, hotel, recreation and other supporting uses with third parties. The development fund is targeted to grow to an asset size of S$1 billion.

Tan Peng Chin has acted for Tune Hotels.com in the establishment of the joint venture company Tune Hospitality Investments LLC (THI). THI is a US$50 million joint venture between Tune Hotels.com, CES Hospitality Holdings Limited (a subsidiary of City e-Solutions Limited) and Istithmar Hotels. THI was formed to develop and operate 30 limited service hotels under the brand Tune Hotels.com in ASEAN and China.

WongPartnership has acted as Singapore counsel to BOC Edwards, a leading manufacturer of vacuum equipment, in relation to the Singapore security aspects of the US$715 million financing granted by inter alia, Deutsche Bank and Lehman Brothers in connection with the acquisition of BOC Edwards by CCMP Capital.

WongPartnership has acted for a contractor for a public sector project in the largest adjudication case to date, involving claims by a sub-contractor exceeding US$3.9 million.

Deals – 5 July 2007

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Allen & Overy acted for CNOOC and Shell Petrochemicals Company Limited (CSPCL – a joint venture set up by CNOOC and Shell) in the refinancing of the Nanhai Project, the largest foreign-invested petrochemical plant in the PRC to date, with financing provided by a consortium of Chinese banks. The refinancing consists of a US$1.3 billion term loan facility and RMB 12.4 billion of term and revolving facilities. The Nanhai Project consists of an 800,000 tonne per annum ethylene cracker and associated downstream plants and utilities, located at Daya Bay, Huizhou, Guangdong Province, PRC. Allen & Overy also acted on the original financing of the Nanhai Project between 2000 and 2003, when it was the largest Sino-foreign joint venture project at the time.

Allen & Overy LLP has advised Tyco International Ltd. as lead international counsel on the corporate restructuring for the spin off of its healthcare and electronics businesses to Tyco International shareholders; separating Tyco International Ltd. into three independent, publicly traded companies. This deal represents the world’s largest spin off in 2007. The three businesses created through the spin off are Tyco International consisting of the fire and security and engineered products businesses, Covidien, formerly Tyco Healthcare, and Tyco Electronics. The spin off was achieved through the phased transfers of over 2,000 legal entities in 88 jurisdictions, including the elimination of cross-segment ownership between the three businesses, followed by the final spin of the two new public companies to the shareholders of Tyco International Ltd.

Allen & Overy in Thailand acted as counsel to Thailand’s PTT Public Company Limited on its first issue of “samurai” bonds to institutional investors with an initial principal amount of JPY36,000 million (equivalent to approximately US$300 million) with a tenor of 10 years. The bonds were issued on 29 June 2007 and have been rated A2 and A- by Moody’s and Japan Credit Rating Agency Ltd. respectively. Daiwa Securities SMBC Co., Ltd., HSBC Securities (Japan) Limited and JP Morgan Securities Japan Co., Ltd. are joint Lead Managers. Anderson Mori & Tomotsune acted as Issuer’s international counsel and Ito & Mitomi acted as Arrangers’ Counsel.

Allen & Overy has acted as international transaction counsel on one of the largest ever Indian Qualified Institutional Placements. The transaction was a US$243 million equity placement for Max India, one of India’s largest healthcare, life insurance and clinical research companies. CLSA Equity Capital Markets acted as Sole Global Coordinator and Sole Bookrunner for the transaction which was also the largest sole led Indian equity offering in the past five years.

Clifford Chance has advised Barclays Capital on the US$950 million one-year bridge loan provided to Tata Power, India’s largest private power utility. The funds have been used to finance the acquisition of 30 percent equity stakes in two major Indonesian coal producers, PT Kaltim Prima Coal and PT Arutmin Indonesia, as well as related trading companies, from PT Bumi Resources, Asia’s third-largest coal miner. The deal marks Tata Power’s biggest investment in Indonesia to date, as well as the largest acquisition in Indonesia this year. Tata Power’s acquisition involves an entitlement to purchase 10 million metric tons of coal, securing fuel supplies for its planned power plants in India.

Deacons acted for BNP Paribas in the Main Board red-chip listing of Sunny Optical. Sunny Optical is the largest PRC-based producer of integrated optical components and products. Deacons acted for BNP Paribas, the sponsor and global coordinator, in the global offering of the 270 million Sunny Optical’s shares and the red-chip listing of Sunny Optical on the Main Board. The size of the global offering exceeds HK$1 billion. The investors of the company include Mr. Thomas Lau Luen Hung. The global offering had been well received, with the Hong Kong public offer tranche over-subscribed by more than 290 times.

Deacons acted for Ka Shui International in its Main Board listing. Ka Shui International, a leading Hong Kong based manufacturer of zinc, magnesium and aluminium alloy die casting components, whose customers include Ikea, Schick and Lenovo, offered 220 million shares and raised about HK$300 million in its IPO on the Main Board. The share offer had been well received, with the Hong Kong public offer tranche well over-subscribed.

Herbert Smith advised Morgan Stanley as the sole placing agent for China Mining Resources Group Limited on its placing of 1.3 billion new shares at a price of HK$1.88 per share, raising approximately HK$2.45 billion (US$314 million). China Mining Resources Group is engaged in the mining business, including the exploration and extraction of rutile and processing and trading of titanium products. The proceeds from the share placement will be used by China Mining Resources to fund the proposed acquisition of an interest in Harbin Songjiang Copper Group, a molybdenum, copper and zinc miner. The balance will be used for the Group’s general working capital requirements.

KhattarWong advised ItalSing Petroleum Company Private Limited (the Company) in its transaction with China Petroleum & Chemical (Sinopec) in relation to manufacture of lubricant products in Singapore. It is the first time for the Chinese oil-refiner, ranked 23rd largest company worldwide by Forbes, to outsource manufacturing outside of China. The Company, a joint venture of Singapore Petroleum Company and ENI International, successfully closed the 5 year deal to produce automotive lubricants on behalf of Sinopec for distribution in Asia-Pacific.

Latham & Watkins advised a consortium between Tokyo Electric Power Company and Marubeni Corporation in the acquisition of Mirant Asia Pacific Limited in the Philippines. Mirant Philippines consists of the Sual and Pagbilao power projects and an equity interest in the IIijan power project and is the largest independent power producer in the Philippines. The US$3.7 billion acquisition was financed by senior and mezzanine loans which were provided by Japan Bank for International Cooperation and a group of international banks. Latham & Watkins served as lead counsel to the consortium in connection with the acquisition and financing.

Lovells Lee & Lee in Singapore acted for The Bank of New York in its role as trustee on the issue of US$100 million step up coupon convertible bonds (made up of US$85 million Regulation S bonds and US$15 million US bonds) due 2012 convertible into the ordinary shares of an Indian public listed company.

Lovells Lee & Lee in Singapore acted for The Bank of New York in its role as trustee on the issue of US$90 million 1.75 percent convertible bonds due 2012 convertible into the ordinary shares of an Indian public listed company.

Lovells Lee & Lee in Singapore acted for Silverdale Services Limited in its role as lead manager on the issue of US$7 million (subject to an over-allotment option of up to an additional US$3 million) 1.5 percent secured foreign currency convertible bonds due 2012 convertible into equity shares of an Indian public listed company.

Morrison & Foerster represented China Huiyuan Juice Group Limited, a leading China-based juice manufacturer listed on The Stock Exchange of Hong Kong Limited, in an asset swap convertible option transaction that amended the terms of its privately-held US$85.6 million in convertible bonds, enabling the bonds to be traded through Euroclear and Clearstream.

Sinowing Law LLP advised the MBO of CEC Wireless R&D, the oldest and leading design house in PRC for mobile handset. The deal involved disposal of assets and IPRs of the Cellon group to NEWCO, which is headed by the key engineers of the design house. Newco will be an influential player in Mobile handset R&D market, after this shaking up.

Slaughter and May advised Macquarie (Hong Kong) Limited, as financial adviser to Smart Triumph Corporation, in relation to the hostile offer by Smart Triumph to acquire all the outstanding shares of China Oriental Group Company, a steel manufacturing company listed on the Hong Kong Stock Exchange. The consideration for the offer comprises HK$18 in cash plus 2 exchangeable bonds with face value of HK$4.50 each for every 9 China Oriental shares held. The maximum total cash consideration payable under the offer is approximately HK$4.2 billion (US$541 million). The settlement of the cash portion of the consideration is to be funded by way of an external bridging loan, a mezzanine facility provided by a hedge fund and a loan from Smart Triumph’s ultimate shareholder. Smart Triumph is controlled by Diana Chen, reputedly the second wealthiest woman in the PRC, and holds 28 percent of the shares of China Oriental. The Chairman holds 44 percent of China Oriental.

WongPartnership acted for Asia Hotel Investments Ltd in legal proceedings against Starwood Asia Pacific Management Pte Ltd and Starwood Hotels & Resorts Worldwide Inc in the assessment of damages suffered by Asia Hotel Investments Ltd for breach of a confidentiality and non-circumvention agreement by Starwood Asia Pacific Management Pte Ltd.

WongPartnership acted for a major utilities company in an arbitration over the transfer of a propylene purification facility on Jurong Island under a propylene purification agreement, including issues over the purchase price payable and the ambit of what was to be transferred, and rectification of the agreement.

WongPartnership acted for Raffles Education Corporation Limited through its wholly-owned subsidiaries Raffles LaSalle (Shanghai) Education Consulting Co Ltd and Value Vantage Investment and Management (Hangzhou) Co Ltd in its acquisition of 99 percent of Shanghai Zhongfa Education Investment Co Ltd for RMB246 million to indirectly own a vocational college in Shanghai.

Deals – 12 July 2007

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Clifford Chance advised Khazanah Nasional Berhad, the investment holding arm of the Government of Malaysia, on its highly successful US$850 million issue of exchangeable Shariah-compliant bonds (sukuks). The issue was listed on the Dubai International Finance Exchange, the Hong Kong Stock Exchange and Malaysia’s Labuan Finance Exchange. The bonds are exchangeable into shares of PLUS Expressways Berhad, Malaysia’s largest toll road company. The sukuk drew US$7.8 billion of demand.

Clifford Chance advised Morgan Stanley Asia Limited as sole sponsor of the Hong Kong IPO of China’s largest maker of transmission equipment for wind turbines. China High Speed Transmission Equipment debuted on the Stock Exchange of Hong Kong on the 4th of July. The Hong Kong public offering was 692 times oversubscribed and received subscription monies of US$19 billion just for the Hong Kong offering alone.

Fried, Frank, Harris, Shriver & Jacobson represented Merrill Lynch International and Merrill Lynch Far East Limited on the global offering of Vinda International Holdings Limited and certain selling shareholders of ordinary shares for aggregate proceeds of approximately US$130 million. The global offering consisted of an initial public offering of ordinary shares that were listed on the Hong Kong Stock Exchange and a concurrent 144A/Reg S placement. Vinda International Holdings Limited is a leading manufacturer of tissue paper products in China.

Latham & Watkins has advised a syndicate of investment banks including Goldman Sachs, Merrill Lynch, JP Morgan and CLSA as underwriters to ICICI Bank in the largest equity offering of approximately US$5 billion made by an Indian company.

Paul, Hastings, Janofsky & Walker represented a consortium of financial arrangers comprising ABN AMRO Holding NV, Citibank, Sumitomo Mitsui Banking Corporation, Standard Chartered, HSBC, CIMB Group, and Bank of Tokyo Mitsubishi-UFJ on the buyout of Malaysia’s largest mobile phone operator, Maxis Communications, by companies controlled by Ananda Krishnan. The deal values Maxis at US$12 billion, making it Southeast Asia’s largest privatization and one of the largest leveraged buyouts in Asia. Paul Hastings also represented ABN AMRO in its role as M&A adviser to the acquiror.

Slaughter and May advised on the initial public offering and Hong Kong listing of Fosun International Limited which raised US$1.5 billion before exercise of the over-allotment option. Slaughter and May acted as Hong Kong counsel to the joint global coordinators and joint bookrunners, Morgan Stanley, UBS and CICC. This is the third largest IPO on the Hong Kong Stock Exchange this year. Fosun Group was the largest PRC privately-owned enterprise with multiple business lines in terms of revenue in 2005, with core businesses in the steel, property development and pharmaceuticals sectors and investments in the retail business. Eleven cornerstone investors invested a total of US$220 million in the offering. The institutional and retail portions of the offering were both significantly oversubscribed.

WongPartnership acted for The Ascott Group Limited as sponsor of their first private equity real estate fund—Ascott Serviced Residence (China) Fund—which raised US$500 million to develop and reposition properties in the PRC as serviced residence properties and rental housing.

WongPartnership acted for Water and Environmental Technologies on the sale of shares to Beng Kuang Marine Limited.

Deals – 19 July 2007

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Clifford Chance advised Istithmar PJSC on its investment in Hans Energy Company Limited, an integrated logistics service provider in China’s mainstream energy sector. This deal marks Istithmar’s first investment in the China market. A leading private equity and alternative investment house headquartered in Dubai, Istithmar has invested in over 30 companies in the three years since its inception, deploying some US$2 billion in capital. The deal saw Istithmar acquire (through Pony HK World, a wholly-owned subsidiary), an approximate 9.91 percent shareholding interest in Hans Energy, a company listed on the main board of the Hong Kong Stock Exchange.

Clifford Chance advised W.P. Carey & Co. Inc. on the lease agreement of Shanghai Bund No. 12 Building.

Clifford Chance advised Bumrungrad International Limited, a wholly owned subsidiary of Bumrungrad Hospital PCL (a company listed on the Thailand Stock Exchange) on its acquisition of 100 percent of the shares in Asia Renal Care Ltd for a consideration of US$70 million.

Clifford Chance advised Istithmar PJSC, a leading private equity and alternative investment house headquartered in Dubai, acquire (through one of its wholly-owned subsidiaries) approximately 9.91 percent shareholding interest in Hans Energy Company Limited, a company listed on the main board of the Hong Kong Stock Exchange and an integrated logistics service provider in China’s mainstream energy sector. The deal marks Istithmar’s first investment in the PRC market.

Fried Frank (in association with Huen Wong & Co.) represented New World Department Store China Limited in connection with its global offering of ordinary shares for aggregate proceeds of approximately US$300 million. The global offering consisted of an initial public offering of ordinary shares, which were listed on the Hong Kong Stock Exchange, and a concurrent 144A/Reg S placement. New World Department Store China Limited is one of the largest owners and operators of department stores in China. Deutsche Bank and HSBC acted as joint global coordinators for the offering.

Herbert Smith advised Fosun International Limited on a US$1.5 billion IPO. Fosun, one of China’s largest privately owned conglomerates, raised HK$11.54 billion (US$1.5 billion) in an initial public offering on the Hong Kong Stock Exchange. Herbert Smith advised Fosun on its listing, which was one of the largest IPOs in Hong Kong this year. Fosun offered 1.25 billion shares at HK$9.23 per share, the top of the marketed price range. The shares represent 20 percent of the company’s enlarged share capital. Trading began on July 16th. Morgan Stanley, UBS and China International Capital Corporation were joint bookrunners and lead managers for the offering.

Herbert Smith advised Goldman Sachs as the sole global coordinator and sponsor on the global offering of Delta Networks, Inc., a Taiwan-based original design manufacturer of networking products. The global offering consisted of 313.6 million shares, including 31.3 million new shares, which were priced at the top of the price range at HK$4.50 per share. Delta Networks raised approximately HK$1.41 billion in connection with the offering. The funds will be used for the construction of new manufacturing sites, production expansion, future strategic acquisitions, working capital and other general corporate purposes.

Johnson Stokes & Master acted for Sotheby’s in a passing off claim in Hong Kong and successfully obtained, inter alia, a permanent injunction against three unauthorised Hong Kong companies who adopted Sotheby’s Chinese mark “蘇富比” as part of their company names. The case has been widely covered in the local and overseas press.

Lovells Lee & Lee in Singapore acted for Standard Chartered Bank in its arrangement of a US$75 million one-year syndicated term loan facility to Rizal Commercial Banking Corporation of the Philippines. The syndicate of lenders was comprised of ten banks with Raiffeisen Zentralbank Österreich AG, Singapore Branch, Standard Chartered Bank and Natixis, Hong Kong Branch, as mandated lead arrangers of the facility.

Indiabulls Real Estate Limited raised US$400 million of capital by way of offering equity shares in the company as Global Depositary Receipts (GDRs) priced at US$10.32 per GDR, to be listed and traded on the Luxembourg Stock Exchange (GDR Issue). Nishith Desai Associates acted as legal counsel to Merrill Lynch International, the Lead Underwriter, to this GDR Issue.

Nishith Desai Associates acted for Indiareit Offshore Fund and Indiareit Fund – Scheme I, real estate private equity funds with a joint corpus of approximately US$300 million, in its investment of approximately US$61 million in a project that involved development of a Special Economic Zone and residential/commercial township in Pune by Paranjape Schemes (Constructions) Limited, one of the renowned real estate developers in Pune, Maharashtra.

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

Nishith Desai Associates acted for Indiabulls Financial Services Limited (the company), which raised approximately US$300 million of capital by offering equity shares in the company (Shares) as Global Depositary Receipts (GDRs) priced at US$13.06 per GDR to be listed and traded on the Luxembourg Stock Exchange (GDR Issue).

O’Melveny & Myers advised CCMP Capital Asia (CCMP) on the completion of the acquisition, by funds managed by CCMP Capital Asia Ltd., of a controlling stake in Kaidi Power Environmental Protection Co. (KDPE), China’s leading provider of air pollutant control engineering, procurement, and construction (EPC) services. CCMP acquired the stake in KDPE from Wuhan Kaidi Power Co., Ltd. KDPE delivers large-scale projects to remove sulphur, nitrogen, and other pollutants from waste gases produced by coal thermal electric power plants. It is also heavily involved in the research and development of new pollution control technologies.

Paul, Hastings, Janofsky & Walker LLP (Paul Hastings) represented UBS, the sole bookrunner and joint lead manager for the US$1 billion bond issue by PT Perusahaan Listrik Negara (PLN), Indonesia’s state-owned electricity power company. This marks the second time PLN has tapped international capital markets and matched their 2006 US$1 billion bond offering as the largest-ever corporate debt sale in Indonesia and one of the largest corporate high yield issuances in Asia. Paul Hastings advised UBS on both deals.

Skadden represented Goldman Sachs (Asia) L.L.C. as lead underwriter in the US$387.5 million global initial public offering and listing on the Hong Kong Stock Exchange of shares of Stella International Holdings Limited, a manufacturer of causal and fashion footwear.

Skadden acted as United States and Hong Kong counsel for Delta Networks, Inc., an original design manufacturer of networking products headquartered in Taiwan, in its US$181 million initial public offering of shares and listing on the Hong Kong Stock Exchange. This was an unusual transaction, given that it was a spin-off listing from Taiwan-listed Delta Electronics, Inc., a company that is engaged in the production of power supply, visual display and telecommunications products. A portion of the shares were sold to US qualified institutional buyers in reliance on Rule 144A.

WongPartnership acted for CapitaLand Limited in the issue of US$660 million 2.95 percent convertible bonds due 2022. The Bonds are convertible into ordinary shares of the company. This deal is the largest convertible bonds issuance in Singapore to date.

WongPartnership acted for J.P. Morgan (S.E.A.) Limited as Sole Global Coordinator, Sole Bookrunner, Lead Manager and Underwriter, in the initial public offering of shares in Financial One Corp. (comprising an international placement under Regulation S), which raised gross proceeds of approximately US$169 million.

Deals – 26 July 2007

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Baker & McKenzie has advised Fletcher Building Limited on its acquisition of Formica Corporation from Cerberus Capital Management L.P. The sale closed on 2 July 2007 at a price of US$700 million, with additional contingent payments of up to US$50 million based on Formica achieving specific performance milestones.

Baker & McKenzie advised the Swiss Economic Cooperation Organization of the Swiss Ministry of Economic Affairs in respect to the establishment of a Green Credit Trust Fund for the promotion of environmental technologies in Vietnam.

Baker & McKenzie’s mergers and acquisitions team in Hong Kong recently advised US-based Brown Shoe Company Inc. (Brown Shoe) in relation to its joint venture with Singapore Exchange Mainboard-listed Hongguo International Holdings Limited to market Naturalizer and Via Spiga brands of lady shoes in the People’s Republic of China. The joint venture known as B&H Footwear Company Limited was incorporated in Hong Kong and will set up a wholly-owned subsidiary in Dongguan, Guangdong Province, where Brown Shoe currently maintains a sourcing operation with nearly 600 employees. Brown Shoe will take up a 51 percent equity stake in the joint venture while Hongguo will take up the remaining 49 percent.

Baker & McKenzie’s financial services team in Hong Kong and Singapore advised Standard Chartered Bank (Hong Kong) Limited and Standard Chartered Bank (collectively, SCB) in relation to the establishment of its private banking business in Hong Kong and Singapore. In addition to Hong Kong and Singapore, SCB has announced plans to open private banking centres in 10 other locations by the end of June, including Beijing, Shanghai, Seoul, New Delhi, Mumbai, Dubai, London and Jersey. SCB’s private banking business will target business entrepreneurs and senior executives with US$1 million to US$50 million in assets.

Clifford Chance advised Barclays Bank on the strategic partnership it is forming with China Development Bank and Temasek Holdings. China Development Bank will subscribe to an initial EUR 2.2 billion of Barclays new ordinary share (3.1 percent of the issued share capital) and a further EUR 7.6 billion of ordinary share on completion of the ABN AMRO deal. Temasek Holdings will subscribe to EUR 1.4 billion of Barclays new ordinary share (2.1 percent of the issued share capital) and a further EUR 2.2 billion of ordinary shares on completion of the ABN AMRO deal.

Clifford Chance has advised on the first-ever renminbi retail bond issue in Hong Kong. The firm acted for HSBC and Bank of China as joint lead managers and bookrunners on a 5 billion renminbi international bond issue by China Development Bank, comprising 2.5 billion renminbi institutional and 2.5 billion renminbi retail bond issues. This deal represented the inaugural renminbi bond issue by a mainland financial institution in the Hong Kong Special Administrative Region, an offer available to both retail and institutional investors.

Clifford Chance is advising Candover on the disposal of Bureau van Dijk Electronic Publishing, one of the world’s leading electronic publishers of business information, to funds advised by BC Partner. The deal is expected to complete in October 2007, subject to regulatory approval.

DLA Piper advised China International Marine Containers (Group) Co Ltd (CIMC), one of the largest container manufacturers in the world, on its acquisition of Netherlands-based Burg Industries BV, a fast-growing and leading supplier of road transport equipment and special static tanks. The €108 million acquisition provides CIMC with an 80 percent stake in Burg Industries (Burg).

Gide Loyrette Nouel (Gide) advised Gerflor Group, a world specialist in floor coverings, on its new Chinese production unit. Gide advised the company in its negotiations with Chinese authorities and the Changshu development zone for the purchase of land and application for state investment grants. Gide also assisted Gerflor Group in its factory construction program and arranged local financial solutions.

Johnson Stokes & Master represented the majority owners in the successful application in the Lands Tribunal for a compulsory order for sale of Nos. 9A-9H Seymour Road, Hong Kong. Pursuant to the sale order, the property will be put up for public auction at the reserve price of HK$464 million and the auction is scheduled to be held in August 2007.

Rouse Legal, Rouse & Co International’s associated English law firm, has been granted a license to establish a branch office in Vietnam, providing the full range of legal services, including intellectual property, which is the firm’s main focus. Rouse Legal is now in the process of applying for an IP agency licence with the National Office of Intellectual Property (NOIP) to enable it to handle all IP matters directly with the NOIP.

Slaughter and May in Hong Kong advised on the initial public offering and Hong Kong listing of KWG Property Holding Limited (KWG), which raised approximately HK$5.2 billion (US$671 million), after exercise of the over-allotment option.

Slaughter and May acted as Hong Kong counsel to Morgan Stanley, global coordinator and bookrunner, and ICEA Capital as joint lead manager. The retail and institutional tranches of the offering were 227 and 185 times oversubscribed, respectively. KWG is one of the leading property developers in Guangzhou, Guangdong province, PRC. KWG develops medium- to high-end residential properties as well as commercial properties, including office buildings, serviced apartments and hotels.

Sullivan & Cromwell LLP is advising Sterling Financial Corp. in its US$595 million sale to PNC Financial Services Inc. Sullivan & Cromwell LLP is also advising M&T Bank Corporation in its US$555 million acquisition of Partners Trust.

WongPartnership acted for Swiber Holdings Limited in the establishment of approximately US$198.78 million Multicurrency Medium Term Note Programme, arranged by Citicorp Investment Bank (Singapore) Limited.

Deals – 2 August 2007

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Baker & McKenzie’s securities team in Hong Kong recently advised China South City Holdings Limited (China South City) on its US$125 million secured convertible notes issue due 2012 (the Notes) to professional Investors. The Notes will be convertible into fully paid ordinary shares of China South City Holdings. Merrill Lynch acted as the placing agent of the Notes offering. China South City, a Hong Kong incorporated holding company, is engaged in the development and management of China South International Industrial Materials City, located at Pinghu, Shenzhen in the greater Pearl River Delta region. China South City is the largest trade centre in China, in terms of gross floor area, that combines trade centres for industrial materials of five major industries, namely, textile and clothing materials; leather and accessories; electronics and accessories; printing, paper products and packaging materials; and metals, chemicals and plastic materials. It is expected to be the largest industrial materials trade centre in the world upon completion of the second phase.

Baker & McKenzie has advised Fletcher Building Limited on its acquisition of Formica Corporation from Cerberus Capital Management LP. The sale closed on 2 July 2007 at a price of US$700 million, with additional contingent payments of up to US$50 million based on Formica achieving specific performance milestones. A global Baker & McKenzie team assisted Fletcher Building with various aspects of the transaction.

Baker & McKenzie‘s mergers and acquisitions team in Hong Kong recently acted for Hong Kong-listed Matrix Holdings Limited (Matrix) on its acquisition of all of the equity interests of The Funrise Group for a consideration of US$23 million, subject to certain adjustments. Matrix will indirectly hold 100 percent of the equity of the Funrise Group through Maxibase International Limited, an indirect wholly-owned subsidiary of Matrix.

Clifford Chance has advised leading mezzanine capital provider Intermediate Capital Group (ICG) on its provision of mezzanine capital and equity co-investment with 3i in Singapore-based Franklin Offshore. Franklin Offshore is a leading provider of logistics services to oil companies and rig owners, including rigging, mooring and lifting products. It has been recognised as one of Singapore’s top 50 most enterprising companies. With offices in Europe, Asia and Australia, ICG has funds under management of €8.5 billion including CDOs, leveraged loan funds, Europe’s largest independent mezzanine fund, and the first dedicated Asia Pacific mezzanine fund.

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

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

Freshfields Bruckhaus Deringer 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 1.408 billion renminbi.

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

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 simultaneously 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 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.

Herbert Smith has completed share placements for two Hong Kong-listed mainland property companies, which between them raised approximately US$542 million. CC Land Holdings Limited, a major property developer operating in western China, placed 360 million existing shares at HK$8.1 per share. The placing shares represent almost 20 percent of the issued share capital of the company and raised HK$2.92 billion (US$374 million). Herbert Smith advised Citigroup and Credit Suisse as placing agents.

Herbert Smith advised Citigroup as the sole placing agent for Shenzhen Investment Limited on its placing of existing shares for HK$1.31 billion (US$168 million). A total of 200 million shares were offered at HK$6.56 per share. Shenzhen Investment, a property developer in southern China, is also the investment arm of the Shenzhen municipal government. The company has acquired many sites in Shenzhen, Dongguan, Foshan City and Anhui, and has a land bank of more than nine million square metres. The capital raised by both developers will be used for further land acquisitions and property development.

Johnson Stokes & Master (JSM) advised China Central Properties Limited (CCP) in its share offering on the AIM Market of the London Stock Exchange and the issuance of a convertible bond with a principal amount of US$200 million. CCP’s shares were admitted to the AIM Market on 13 June 2007, which raised approximately ₤150 million. Deutsche Bank acted as the sole global coordinator and nominated adviser in the share offering. CCP focuses primarily on investing in medium to large partially completed property projects in major and secondary cities in the PRC. It is held as to approximately 40 percent by a wholly-owned subsidiary of Shui On Construction and Materials Company Limited, a Main Board listed company on the Stock Exchange of Hong Kong. JSM is also acting for Shui On on the matter. Several other investors such as Spinnaker, CQS, Deutsche Bank, Och-Ziff, Stark, UBS and Highbridge have also invested in CCP through subscription of CCP’s shares and/or convertible bonds.

Johnson Stokes & Master (JSM) advised The Hong Kong and Shanghai Banking Corporation Limited (HSBC) in the initial public offering of HSBC China Dragon Fund (the Fund). JSM advised HSBC, the sole global coordinator, sole bookrunner and sole listing agent, in the listing of the units in the Fund on the Main Board of the Hong Kong Stock Exchange. The units in the Fund listed and traded on the Hong Kong Stock Exchange on 20 July 2007. The Fund is the first actively-managed Chinese closed-ended fund listed and traded in Hong Kong that allows investors access to A-shares through the qualified foreign institutional investor scheme

KhattarWong acted for Stirling Coleman Capital Limited, the manager, underwriter and placement agent of China Sports International Limited (China Sports) in its initial public offering (IPO). China Sports was listed on the Main Board of the Singapore Exchange Securities Trading Limited (the SGX-ST) on 18 July 2007. China Sports raised S$80 million in the IPO by issuing 100,000,000 new shares of par value HK$0.08 at the issue price of S$0.80. Based on the issue price of S$0.80, the market capitalization of China Sports is S$269,480,000.

O’Melveny & Myers advised Westinghouse Electric on a US$8 billion contract to build nuclear plants in China.

Paul Hastings Janofsky & Walker LLP has represented Indian telecom service provider Reliance Communications Ltd in the signing of a definitive agreement to acquire San Francisco-based Yipes Holdings Inc, the leading provider of managed Ethernet services. The 100 percent buyout will be made through Reliance Communications’ wholly owned subsidiary, FLAG Telecom Group Ltd. The transaction, valued at US$300 million, marks the largest acquisition that Reliance Communications has ever made.

Skadden, Arps, Slate, Meagher & Flom is representing Signal Media and Communications Holdings Limited, a company listed on the Hong Kong Stock Exchange, in its approximately US$200 million proposed acquisition of an 86 percent stake in Macau-based real estate company, Sociedade de Investimento Imobiliário Pun Keng Van SA. PIL and Pebble Rise, two wholly owned subsidiaries of Signal Media, are the acquirors in this deal. When the deal closes, Signal Media will own 95 percent of the Macau company. The transaction is expected to close in September. Skadden is also representing Signal Media in its US$24 million primary placing of new shares.

Slaughter and May Hong Kong advised on the initial public offering and Hong Kong listing of KWG Property Holding Limited (KWG), which raised approximately HK$5.2 billion (US$671 million), after exercise of the over-allotment option. Slaughter and May acted as Hong Kong counsel to Morgan Stanley, global co-ordinator and bookrunner, and ICEA Capital as joint lead manager. The retail and institutional tranches of the offering were 227 and 185 times oversubscribed, respectively.

Sullivan & Cromwell has announced its representation of CVC Capital Partners (UK) in its pending US$2.18 billion acquisition of Univar NV (The Netherlands).

Sullivan & Cromwell has announced its representation of Goldman Sachs as financial advisor to Medtronic, Inc (US) in its pending US$3.9 billion acquisition of Kyphon Inc (US).

Sullivan & Cromwell has announced its representation of KeyCorp (US) in its pending US$575 million acquisition of USB Holding Co Inc (US).

Sullivan & Cromwell has announced its representation of SunTrust Banks (US) as seller in the pending US$624 million acquisition of Lighthouse Partners (US) by HFA Holdings (Australia).

White & Case acted for Credit Suisse, Singapore Branch as the arranger of a US$600 million unsecured syndicated loan to the state owned Vietnam Shipbuilding Industry Corporation. The facility is a rated deal and is guaranteed by 20 Vietnamese subsidiaries of Vinashin.

White & Case represented Enercoal Resources Pte Ltd (a Singapore finance subsidiary), as issuer, and its parent company, PT Bumi Resources Tbk., the largest coal mining and exporting company in Indonesia, as guarantor, in the offering of US$300 million Zero Coupon Guaranteed Convertible Bonds due 2012. The Bonds were issued by Enercoal and are guaranteed by, and convertible into ordinary shares of, Bumi Resources. Venture Law, our formal law alliance partner, advised the issuer and the guarantor as to matters of Singapore law. Credit Suisse acted as Sole Bookrunner and Lead Manager for the transaction.

White & Case advised PT Bakrie Telecom Tbk (BTEL) as the borrower under a US$145 million facility arranged by Credit Suisse, Singapore Branch and PT Danatama Makmur and secured against the assets of BTEL. Subject to the satisfaction of certain conditions, the facility may be upsized at the option of BTEL up to an aggregate principal amount of US$220 million. BTEL is a public company listed on the Jakarta Stock Exchange and is a leader in providing affordable fixed wireless telecommunications services in Indonesia.

White & Case represented PT Sampoerna Agro Tbk, a leading palm oil producer in Indonesia, in connection with its US$119 million global initial public offering of 461,350,000 shares under Regulation S, with a listing of the shares on the Jakarta Stock Exchange.

WongPartnership acted for Swiber Holdings Limited in the establishment of approximately US$198.78 million Multicurrency Medium Term Note Programme, arranged by Citicorp Investment Bank (Singapore) Limited.

Deals – 25 October 2007

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Baker & McKenzie has advised Hang Fung Gold Technology Limited (Hang Fung), a company incorporated with limited liability in Bermuda and listed on the Hong Kong Stock Exchange, on its US$170 million issuance of 9.25 percent senior notes due 2014 (the Notes), which were offered and sold under Regulation S. The Notes are listed on the Singapore Exchange Securities Trading Limited. HSBC acted as the sole lead manager and bookrunner. Hang Fung is a vertically integrated designer, manufacturer, wholesaler and retailer of gold, diamond and other jewelry products in China. Hang Fung is one of two exclusive licensed Hong Kong manufacturers of Olympic-themed jewelry products for the Beijing 2008 Olympic Games. It has more than 130 retail stores in mainland China, Hong Kong and Macau.

Clifford Chance has advised CVC Asia Pacific Limited (CVC) on a public takeover transaction in mainland China. The deal marks the largest private equity investment to date in tradeable A-shares of a PRC-listed company and is the first control-oriented private investment in public equity deal in China involving a direct investment in tradeable A-shares. CVC acquired a 29 percent interest in Zhuhai Zhongfu Enterprise Co Ltd from its controlling shareholder for approximately US$225 million. Zhuhai Zhongfu, which is listed on the Shenzhen Stock Exchange, is the largest PET bottling company in China and supplies PET bottles to Coca-Cola and Pepsi. The transaction was signed in March 2007 and received the approval of the Ministry of Commerce in September 2007. It is one of the few control-oriented private equity deals approved by the Chinese central government.

Clifford Chance has advised international private equity firm Permira on its US$840 million investment in Galaxy Entertainment Group Limited, a large casino, hotel and entertainment group operating in Macau. Permira is one of the world’s leading private equity firms. Its acquisition of a 20 percent equity stake in Galaxy represents the company’s first investment in Asia. The complexity of the transaction was increased as the deal was structured as an acquisition of new shares from Galaxy and existing shares held by Galaxy’s listed shareholder K Wah International Holdings. (The transaction remains subject to approval by the shareholders of Galaxy and K Wah International Holdings.)

Clifford Chance has advised Saudi Arabian Airlines Corporation in the privatisation of its inflight catering and skysales businesses. This transaction is the first in the privatisation program of the non-core divisions of Saudi Arabian Airlines by the Saudi Arabian government. The successful bidder was the Al Hokair consortium (comprising Al Hokair Group, the Spanish catering company Newrest SL and the Al Fozan Group), which will acquire a 49 percent shareholding in the business.

Clyde & Co has advised International Capital Trading (ICT), a large Abu Dhabi-based investment company, in relation to more than AED1.7 billion financing with four UAE-based banks for the construction of a mixed used development on the Abu Dhabi Corniche. The AED3 billion Corniche project will be partly financed by Abu Dhabi Commercial Bank (ADCB), National Bank of Abu Dhabi (NBAD), First Gulf Bank (FGB) and National Bank of Dubai (NBD). The Corniche project, covering more than 3.1 million square feet, will encompass several luxury hospitality, retail, Class A offices and residential components. The construction of the mixed-use development began in June and is scheduled to be completed by 2010.

Johnson Stokes & Master has acted for Dah Chong Hong Holdings Limited in its IPO. The shares of Dah Chong Hong were listed on the main board of the Hong Kong Stock Exchange on October 17, 2007. Dah Chong Hong is a diversified business conglomerate in motor vehicle sales and related business and services, sales of food and consumer products, and logistics services supported by integrated distribution and a well-established network in the PRC, Hong Kong and Macao. Leveraging on the strong brand name of ‘Dah Chong Hong’ in Hong Kong and with more than 40 years of experience in the sale of motor vehicle and related businesses, Dah Chong Hong is a leading motor group in Hong Kong and Macao.

Johnson Stokes & Master has advised a consortium of investors (including HSBC Specialist Investments Limited, Hong Kong property developer Nan Fung Group and Singapore-based Metro Holdings Limited) on the acquisition of a 100 percent interest in a property development at No. 1 Financial Street in Xi Cheng District, Beijing. When completed, the property development will include a four-storey podium with two interconnecting office towers and three levels of basement space. Overall, the development will comprise a retail and office floor area of up to 96,516 square metres in Beijing’s premier financial district.

Jones Day has represented ABitCool Inc in the issuance of series B convertible preferred stock in a private placement to IP Cathay One LP, Toa Capital Corporation and ADS Global Partners Ltd.

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 has represented Roosevelt China Investment Limited in the acquisition of a minority stake in Roosevelt Pingan (Holdings) Limited from Ping An Insurance (Group) Company of China Ltd.

Skadden, Arps, Slate, Meagher and Flom has represented JA Solar Holdings Co Ltd (China), a manufacturer of solar cells for solar panels and power conversion systems, in its US$306 million follow-on offering of American depositary shares, which were listed on NASDAQ.

Slaughter and May has advised Morgan Stanley & Co International plc as placing agent in relation to the top-up placing of 62,000,000 shares in Dickson Concepts (International) Limited (Dickson Concepts). The net proceeds of the placing were approximately US$57.7 million. Dickson Concepts intends to use the proceeds of the placing to finance its store expansion plans in China and Hong Kong. The placing was announced on October 11, 2007. Dickson Concepts is listed on the Main Board of the Hong Kong Stock Exchange and is a leading retailer in luxury brands and department stores, including Harvey Nichols and Seibu.

White & Case has represented Singapore finance subsidiary Enercoal Resources Pte Ltd as issuer and its parent company PT Bumi Resources Tbk (the largest coal mining and exporting company in Indonesia) as guarantor in the offering of US$150 million zero coupon guaranteed convertible bonds due October 2012. The bonds were issued by Enercoal and are guaranteed by and convertible into ordinary shares of Bumi Resources. This is the second significant convertible bond offering by Enercoal Resources and Bumi Resources, following their issuance of US$300 million zero coupon guaranteed convertible bonds due June 2012 on June 28, 2007. Venture Law, the firm’s law alliance partner, advised the issuer and the guarantor on matters of Singapore law. Credit Suisse acted as sole bookrunner and lead manager for the transaction.

White & Case has advised the Kansai Electric Power Co Inc on its agreements to purchase LNG on a long-term basis from the greenfield Pluto LNG Project in Western Australia, as well as to purchase a five percent equity share in the Project. The Project is being developed by Woodside Petroleum Ltd, the largest independent oil and gas producer in Australia. In addition, Kansai Electric has acquired options to participate in two additional LNG trains and three Woodside exploration permits. The LNG and equity sale and purchase agreements were signed in Sydney on August 24, 2007.

Deals – 27 August 2009

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Allen & Gledhill LLP has advised both CitySpring Infrastructure Management Pte Ltd (CSIM), the manager of CitySpring Infrastructure Trust (CitySpring), and CitySpring’s largest unit holder Temasek Holdings (Private) Limited (Temasek), in relation to CSIM’s one-for-one renounceable rights issue. Fully underwritten by DBS Bank Ltd and UBS AG (acting through its business division, UBS Investment Bank), who have also been appointed as lead managers and joint financial advisers, it is anticipated the rights issue will raise gross proceeds of approximately S$235.2 million (approx US$162.7m). Through its wholly-owned subsidiaries Napier Investments Pte Ltd (Napier), CSIM, and Bartley Investments Pte Ltd (collectively, the Temasek entities), Temasek holds over 27 percent of the total number of issued units in CitySpring. Napier has provided an irrevocable undertaking to CSIM and the underwriters that the Temasek entities will subscribe and pay in full their respective pro rata entitlements under the rights issue. Partners Prawiro Widjaja, Bin Wern Sern, Lim Mei and Lee Kee Yeng were involved.

Allen & Gledhill LLP has also acted for YTL Pacific Star REIT Management Limited (YTL), as manager of Starhill Global Real Estate Investment Trust (Starhill), in connection with the fully underwritten one-for-one renounceable rights issue of new units in Starhill. The issuance of more than 963.7 million new units raised gross proceeds of approximately S$337.3 million (approx US$233.3m). DBS Bank Ltd, Merrill Lynch (Singapore) Pte Ltd, and Credit Suisse (Singapore) Limited acted as joint lead managers and underwriters to the issue. Partners Jerry Koh and Chua Bor Jern advised.

Allens Arthur Robinson has acted for Healthscope Limited (Healthscope), a leading private healthcare provider, in connection with a capital raising valued at A$140 million (approx US$115.7m). Comprising a fully underwritten institutional placement which opened on 26 August 2009, the transaction will be followed by an offering to retail shareholders in Australia and New Zealand. Healthscope intends to use the raised funds for the expansion of hospitals, funding for recent acquisitions of pathology and medical centres, and to provide flexibility to pursue future acquisition opportunities. Partner Cameron Price led the firm’s advisory team, whilst Freehills represented the underwriter to the placement, Goldman Sachs JB Were Pty Ltd.

Baker & McKenzie has advised Macquarie Capital Advisers as the underwriter and lead manager in respect of the A$421 million (approx US$348.6m) RAPID rights issue by ConnectEast Group. Led by partner Craig Andrade, the firm assisted Macquarie to negotiate and document its underwriting of the rights issue. Partner Andrew Reilly provided international law advice.

Chang, Pistilli & Simmons has advised Babcock & Brown in relation to the agreed terms of separation reached with listed infrastructure player Babcock & Brown Infrastructure (BBI). The firm also advised Babcock & Brown in relation to the internalisation of BBI’s management. Partner Kevin Lewis led the firm’s team in advising on the agreement, which is subject only to approval by BBI’s lenders. BBI was advised by its internal general counsel in association with Clayton Utz.

Clifford Chance has advised Citi and UBS in relation to an exchange offer, consent fee offer and new money issuance by Matahari International BV (Matahari), a special purpose finance subsidiary of one of Indonesia’s largest retail operators, PT Matahari Putra Prima Tbk (PT). The transaction was completed on 7 August 2009, with the exchange offer and new money issuance carrying an aggregate value of US$200 million. Under the terms of the transaction, holders of existing US$150 million 9.5 percent Senior Notes due 2009 (guaranteed by PT) received an offer to exchange their existing notes for new 10.75 percent Senior Notes due 2012 (also guaranteed by PT). Concurrently, Matahari made a consent fee offer as an incentive to holders of existing notes to vote in favour of certain proposed amendments to the terms & conditions and trust deed of the existing notes. Additionally, a portion of new notes were placed to new money investors. Singapore-based partner Crawford Brickley led the team in advising the banks, with assistance from partner Joan Janssen.

Clifford Chance has also advised Star Cruises Limited, the world’s third-largest cruise operator, in connection with its US$150 million convertible bond issue which was completed on 20 August, 2009. The bonds are convertible into Star Cruises Limited shares, which are listed on the Stock Exchange of Hong Kong. The company has a fleet of 16 ships which visit some 200 destinations around the world every year. Partner Cherry Chan led the firm’s team in advising the cruise operator.

Clayton Utz has acted as Australian counsel to uranium explorer Extract Resources Ltd (Extract), an Australian-listed company, on an A$91 million (approx US$75.2m) equity raising by placement into the Canadian institutional market, and a rights issue. Corporate Advisory/ M&A partner Mark Paganin led the firm’s team.

Clayton Utz has also advised Spotless Group Limited in connection with its A$100 million (approx US$82.7m) capital raising. Led by partners Rod Halstead and Stuart Byrne, the raising includes a A$71 million institutional placement and A$29 million share purchase plan.

Additionally, Clayton Utz has advised Perth-based iron ore producer Grange Resources on its A$167 million (approx US$138.1m) capital raising. Comprising a non-renounceable entitlement offer and placements to substantial shareholders, the offer was underwritten by joint lead managers Azure Capital and Patersons Securities. The transaction also featured the participation of cornerstone investor Shagang, China’s largest private steel mill, and other major shareholders. Partner Matthew Johnson led the firm’s team.

Finally, Clayton Utz is advising Woolworths Limited in relation to its recommended takeover offer of Danks Holdings Limited, Australia’s second largest hardware distributor. The takeover is part of a joint venture equity agreement with US home improvement retailer Lowe’s Companies Inc, and is valued at A$87.6 million (approx US$72.5m). John Elliott, partner and joint head of the firm’s national M&A practice, is leading the transaction which is part of Woolworths’ strategy to enter the hardware sector.

Drew & Napier LLC has acted as counsel to KXD Digital Entertainment Ltd (KXD) in relation to its private placement of 157 million common shares. With UOB Kay Hian acting as placement agent to the company, the shares will be issued on a best endeavors basis and will be subsequently listed on the Singapore Stock Exchange. The shares represent 16.66 percent of the company’s enlarged issued share capital. Director Marcus Chow led the firm’s advisory team.

Khaitan & Co has advised Ativir Financial Consultants Private Limited (Ativir) in relation to its acquisition of Dhuika Trading Private Limited (Dhuika), which included the acquisition of Dhuika’s real estate assets. Dhuika had purchased the abovementioned real estate assets via financing including a secured loan from ICICI Bank and unsecured loans from its shareholders and directors. Under the terms of the acquisition, amongst other things Ativir purchased shares representing 100 percent of the paid-up capital held by sellers/existing shareholders, and repaid the secured and unsecured loans. The transaction, the value of which remains confidential, was led by partner Sudip Mullick.

Khaitan & Co has also advised Srei Equipment Finance Private Limited in relation to its issue of secured redeemable non-convertible debentures on a private placement basis, to be listed on the Wholesale Debt Market of the National Stock Exchange. The total value of the issuance is INR1000 crores (approx US$205 million). The transaction, which involved six lead arrangers, potentially marks the first time a private company has issued non-convertible debentures of the value 1000 crores under the new SEBI (Issue & Listing of Debt Securities) Regulations 2008. N G Khaitan led the firm’s advisory team.

Kim & Chang has represented Meiya Power Company (MPC), a multi-national power plant group, in relation to its purchase on 5 August 2009 of an oil-fired combined cycle power plant from Hyundai Heavy Industries Co Ltd. Following the acquisition of the plant, which is located in Daesan, Korea, MPC intends to expand and upgrade the plant through further investments. The purchase was conducted through a subsidiary of MPC. Key partners involved in advising were I.R. Huh and K.H. Choi.

Kim & Chang has also acted for KOGAS and three major Korean shipping companies, Hanjin Shipping (Hanjin), Hyundai Merchant Marine (Hyundai) and SK Shipping (SK) in respect of their entry into refinancing transactions which allow for the early repayment of ship financing facilities extended to the three shipping companies in 1996. The early repayments were anticipated due to put options exercisable upon the 10th anniversary of the vessels’ delivery to the shipping companies, which occurred in 1999. Despite deteriorated market conditions which complicated the procurement of long-term foreign currency borrowings, the transaction is the first ship financing project in Korea in 2009 that involves internationally renowned banks as lenders. Successfully completed on 30 July for Hanjin and Hyundai and on 3 August for SK, the refinancing transactions were each valued at over US$160m. The firm’s advisory team included H.S. Yoon, Grace K.A. Nam and I.H. Yoo.

Paul, Hastings, Janofsky & Walker has advised China Everbright Ltd, a Hong Kong listed company which provides financial services in Greater China, on a joint venture with Macquarie Group Capital Limited (Macquarie) to establish a new funds set-up to acquire and invest in infrastructure assets in Greater China. The joint venture, consisting of domestic and international funds seeking to raise US$1.5 billion, will target renminbi investors and offshore non-retail investors interested in buying into the toll road, airport, renewable energy, water and waste, port and rail sectors. Each of the funds will have similar mandates and will be managed jointly by the two companies. The firm’s team was led by partners Raymond Li and Vivian Lam.

Paul, Hastings, Janofsky & Walker has also represented Samsung Securities as underwriter of Dongkuk S&C’s IPO and share listing on the KRX KOSDAQ market. The listing, valued at KRW251 billion (approx US$200 million) comprised a Korean domestic tranche and an international Reg S tranche. The listing by the global manufacturer of wind towers is the largest Korean IPO in 2009 so far, and is only the third domestic IPO in Korea with an international tranche following changes in Korean securities laws to allow international tranches. Hong Kong-based partner Daniel Kim led the transaction.

Skadden, Arps, Slate, Meagher & Flom LLP has advised China real estate company SRE Group Limited (SRE) in respect of three related transactions. Led by partner Edward Lam, the transactions involved advising on US federal securities law, English law and Hong Kong law and
consisted of:
• SRE’s tender offer and consent solicitation to the holders of its US$200 million high yield bonds at a purchase price equal to 80 percent of the face value of the bonds.
• SRE’s issue and sale of US$ settled RMB denominated 6 percent convertible bonds due 2014, valued at up to RMB 446.9 million (US$65 million).
• SRE’s follow-on offering (by way of a top-up placement in Hong Kong) of shares, which has raised HK$500 million (US$64 million).
Credit Suisse and Deutsche Bank acted as the placement agents for the convertible bonds and the follow-on offering, whilst Deutsche Bank acted as the dealer manager for the tender offer. The funds raised from the convertible bonds issue and the top-up placement of shares were used to settle the amounts due under the tender offer and consent solicitation.

Skadden, Arps, Slate, Meagher & Flom LLP has also represented the underwriters in connection with Melco Crown Entertainment Limited (Melco)’s US$220 million US registered offering of American Depositary Shares. Melco is a developer and owner of casino gaming and entertainment resort facilities which are focused on the Macau market. Acting as joint bookrunners and representatives for the offering were Deutsche Bank Securities Inc and Citigroup Global Markets Inc, whilst CLSA Limited and Oppenheimer & Co Inc acted as co-managers. Hong Kong-based corporate partners Jonathan Stone and Edward Lam led the firm’s team.

Stamford Law Corporation has acted as lead counsel in relation to the acquisition by Orient Marine Pte Ltd (Orient) of a 30 percent stake in Fischer Engineering Pte Ltd (Fischer), a Singapore-based provider of marine engineering services. A wholly owned subsidiary of Aqua-Terra Supply Co Ltd, Orient purchased the stake from Fischer’s founding shareholders for a consideration of S$1.8 million (US$1.23m). Following the acquisition, Fischer has become a wholly-owned subsidiary of the Aqua-Terra Group. Partner Bernard Lui led the team.

Stamford Law Corporation has represented Mapletree Trustee Pte Ltd in connection with the company’s purchase and leaseback of a Woodlands property from First Engineering Plastics Pte Ltd. The property, an industrial factory compound with living quarters, is strategically located in the established Woodlands East Industrial Estate. The acquisition was valued at S$21.8 million (US$15.7m). Partner Yap Wai Ming led the transaction.

Stamford Law Corporation has also acted as lead counsel in the listing by Passion Holdings Limited (Passion) on the Mainboard of Singapore’s Stock Exchange, the first such listing this year by a China-based company. The initial public offering by Passion, a designer, manufacturer and retailer of handicrafts and furnishings, comprises 90 million new shares and 36.5 million vendor shares. It is anticipated that the offering, which opened on 24 August, will raise approximately US$22 million. Partner Soh Chun Bin led the firm’s advisory team.

Additionally, Stamford Law Corporation has acted for ECS Holdings Limited (ECSH) in connection with the proposed listing by ECS Kush Sdn Bhd (Kush) on the Main Market of Bursa Malaysia Securities Berhad. The Kush Group is a leading distributor of Information and Communications Technology (ICT) products in Malaysia. ECSH holds a 60 percent equity interest in Kush, with the proposed listing to be carried out via a flotation exercise undertaken by a wholly-owned subsidiary of Kush. Partner Ng Joo Khin led the team.

Finally, Stamford Law Corporation has advised Jade Technologies Holdings Ltd (Jade), a Catalist-listed company, in respect of its 20 percent acquisition of economic interest in Daqing Xinlong (Xinlong), a Chinese manufacturer of titanium dioxide products. The acquisition, valued at S$7.7 million (US$5.33m) was approved by Jade’s shareholders earlier this year, who also agreed to a resolution to issue shares in lieu of cash to pay the vendors. Following completion of the acquisition, Jade and Xinlong will establish a wholly foreign-owned enterprise (WFOE) under Chinese law to take over Xinlong’s distribution and trading activities. Partner Bernard Lui led the transaction.

WongPartnership LLP has acted for First Resources Limited, a leading oil palm plantation company in Indonesia, in relation to its proposed issue of US$100 million unsecured convertible bonds due 2014, which marks the company’s first ever convertible bond transaction. Partners Raymond Tong and Pong Chen Yih led the transaction.

WongPartnership LLP has also represented Chinasing Investment Holdings Limited, through its wholly-owned subsidiary Benep Management Limited, in relation to its proposed acquisition of 55 percent of the entire issued share capital of Highway Bright Holdings Limited. The seller of the capital is Diamond Globe Investments Limited (Diamond), which is incorporated in the Cayman Islands. Diamond is wholly-owned by Goldmond Holdings Limited, a company listed on the Growth Enterprise Market of Hong Kong Stock Exchange. Partners Andrew Ang and Tay Liam Kheng led the firm’s advisory year.

Weil, Gotshal & Manges LLP has advised EGS Corp, a portfolio company of Providence Equity Partners and Ayala Corporation, in connection with the merger of US-based Stream Global Solutions Inc (Stream) and Asia-based eTelecare Global Solutions Inc (eTelecare). EGS is the parent company of the Philippines-based eTelecare, which provides outsourced help-centre services via call-centres, e-mail and chat to leading companies across a variety of industries. Following completion of the merger, stockholders of Stream will own 57.5 percent of the combined company, whilst the remaining 42.5 percent will be owned by Providence Equity Partners and Ayala Corporation. The combination of the two outsourcing providers will create a global leader in the merged entity, which will have around 30,000 employees located in 50 solutions-centres across the globe. New York-based partner Michael Weisser led the firm’s advisory team, whilst Hong Kong-based partner Peter Feist led the Asia-based team on the transaction.

Yulchon has advised Lotte Asset Development Co Ltd (Lotte), a leading Korean real estate development company, in relation to its acquisition of the entire share capital in real estate development firm Coralis SA. Completed on 22 July 2009, the sale was valued at approximately US$58 million. As a result of the 100 percent acquisition, Lotte takes over the development of the Coralis’ proposed 65-storey Hanoi City Complex Project, which is one of the largest development projects in Vietnam to date. The firm’s advisory team was led by Do Hyung Kim and Yong Geun Bae.

Deals – 19 November 2009

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Allen & Gledhill LLP has advised Singapore Telecommunications Limited (SingTel) in connection with its wholly-owned subsidiary, Pastel Limited, having entered into a conditional share purchase agreement with a Bharti Group entity to purchase an additional 730 million ordinary shares in the capital of Bharti Telecom Limited. The purchase of the shares is valued at approximately between INR18,073 million (approx US$388.3) to INR30,084 million (approx US$646.1m). Partners Andrew M. Lim and Michele Foo led the firm’s advisory team.

Allen & Gledhill LLP is also advising Perennial (Singapore) Retail Management Pte Ltd (PSRMPL), as manager of Perennial Katong Retail Trust, and its parent company Perennial Real Estate Pte Ltd (PREPL) in relation to PSRMPL having announced the acquisition of Katong Mall for S$247.55 million (approx US$178.7m). Partners Margaret Soh and Jerry Koh are advising.

Appleby has acted as Cayman counsel to The Ming An (Holdings) Company Limited (Ming An), a Cayman-incorporated company listed on the Hong Kong Stock Exchange (HKSE), in connection with its privatisation by way of a Cayman court sanctioned scheme of arrangement by its major shareholder, China Taiping Insurance Holdings Company Limited (CTIH). Under the scheme, which became effective on 31 October 2009, all of the shares in Ming An held by minority shareholders (valued at approximately US$238.9 million) were cancelled in return for shares in CTIH (also listed on the HKSE), and Ming An became wholly-owned by CTIH. Ming An was delisted from the HKSE on 2 November 2009. The combination of Ming An and CTIH will create a leading platform with a top 10 position in the property and casualty insurance market in the PRC, and a fifth largest direct property and casualty insurance presence in Hong Kong by premium. The firm’s team was led by Hong Kong-based corporate partner Judy Lee.

Blake Dawson has represented Australia and New Zealand Banking Group Limited (ANZ) in respect of the bank having lodged a Prospectus with the Australian Securities and Investments Commission (ASIC) for an offer of convertible preference shares to raise A$750 million (approx US$695.1m), with the ability to increase or reduce the size of the offer. The offer forms part of ANZ’s diversified capital management strategy, with the proceeds to be used for general corporate purposes. Mallesons Stephen Jaques also advised ANZ, whilst Freehills acted for the joint lead managers: ANZ Securities, Commonwealth Securities, Deutsche Bank, Goldman Sachs JBWere, Macquarie, Morgan Stanley, Westpac and UBS.

Clayton Utz is advising Origin Energy (Origin) in connection with its recently announced acquisition of Woodside Energy Ltd’s 51.55 percent interest in the Otway Gas Project in Victoria. The acquisition, which will be conducted through Origin’s wholly owned subsidiary Origin Energy Resources Limited (OERL), is valued in excess of A$700 million (approx US$650.5m). Energy and resources partners Graham Taylor and Emma Covacevich are leading the firm’s team, with support from partner Andrew Smith.

Clayton Utz is also advising AMP Limited in respect of its proposal to acquire the Australian and New Zealand businesses of AXA Asia Pacific Holdings Limited (AXA AP). Corporate and M&A partner Rod Halstead is leading the firm’s advisory team, with partner Jonathan Algar also advising on the M&A aspects of the transaction.

Cleary Gottlieb is representing Hewlett-Packard (HP) in relation to its US$2.7 billion acquisition of 3Com, a leading provider of networking switching, routing and security solutions. Following approval from their respective boards of directors, the two companies have entered into a definitive agreement under which HP will purchase 3Com at a price of US$7.90 per share in cash, resulting in an enterprise value of approximately $2.7 billion. According to a press release issued by HP, this combination will transform the networking industry, and dramatically expand HP’s Ethernet switching offerings, add routing solutions and significantly strengthen the company’s position in China, one of the world’s fastest-growing markets. Lawyers from the firm’s New York, Brussels, Beijing and Hong Kong offices advised on the corporate, IP, real estate, antitrust, tax and employee benefit aspects of the transactions, with corporate partners Christopher Austin and Benet O’Reilly leading the team.

Clifford Chance has advised the HSBC NF China Real Estate Fund LP in connection with the company having formed, together with its co-investors, a 50/50 joint venture in China with British supermarket giant Tesco. The JV will open 3 new malls in the north-eastern region of China, each with a Tesco hypermarket as anchor tenant. One of the sites includes Tesco’s first shopping centre development in China – a 500,000 square foot retail, entertainment and residential centre in Fushun city in Liaoning province. The new stores are part of Tesco’s planned expansion in China. The firm’s China team handled the M&A and JV aspects of the deal, led by Beijing-based partner Terence Foo, whilst the real estate aspects of the transactions were handled by a London team.

Debevoise & Plimpton LLP, together with South Korean firm Bae, Kim & Lee LLC, has won an arbitration Award worth at least US$750 million for their client Hyundai Heavy Industries Co Ltd (HHI), an integrated heavy industries company which operates six divisions including shipbuilding, industrial plant & engineering, and electro electric systems. On 12th November 2009, an Arbitration Tribunal acting under the Rules of the ICC International Court of Arbitration issued a favorable award to HHI in an arbitration between the company and other shareholders, on the one hand, and affiliates of International Petroleum Investment Corporation (IPIC), an investment branch of the Abu Dhabi government. The ICC arbitration involved multiple disputes between HHI and the IPIC affiliates, as shareholders in Hyundai Oilbank (HDO), Korea’s fourth largest oil refining company. In granting all the relief sought by HHI, the Tribunal concluded that the IPIC affiliates had materially breached the shareholders’ agreement, and ordered them to sell their shares in HDO to HHI at 25 percent less than the market value of the shares (as required by the shareholders’ agreement in the event of a material breach), which represented a discount of at least US$750 million from the shares’ market value. The Debevoise team was led by partners David W. Rivkin and Christopher K. Tahbaz, whilst the Bae Kim & Lee team was headed by partners Kevin Kim, John P. Bang and Minwoon Yang.

DLA Piper has acted as offshore counsel to Pera Global Holdings Limited (Pera Global), a leading CAE/CAD (computer aided engineering/design) software developer, in relation to its US$10 million private equity financing from CAX Holdings Limited, an affiliate of Baring Private Equity Asia (Baring). The equity financing, together with Baring’s US$32 million to purchase shares of Pera Global from AIG, creates a US$42 million capital injection which is the biggest private equity investment in China’s technology industry this year, as well as the largest single private equity investment in the history of China’s software sector. The transaction significantly reinforces the ability of Pera Global to further develop R&D capabilities and fund future acquisitions. Partner Rocky Lee, the firm’s Asia Head of Private Equity & Venture Capital, led the deal. Allen & Overy acted for Baring and CAX Holdings Limited.

Drew & Napier LLC is acting as Singapore counsel and listing agent to PT Bumi Resources Tbk (Bumi Resources), Indonesia’s largest coal mining company, which last week announced the pricing of its US$300 million secured notes. The 12 percent Guaranteed Senior Secured Notes due in 2016 will be issued by Bumi Capital Pte Ltd, and will be unconditionally and irrevocably guaranteed by Bumi Resources and some of its wholly-owned subsidiaries. Bumi Resources intends to use the proceeds to finance initial capital expenditures, mine exploration and development expenditures at the Dairi Project of Herald, in addition to future acquisitions and investments in mining-related companies, and working capital and general corporate purposes. Credit Suisse and Deutsche Bank acted as the joint lead managers and bookrunners for the offering. The firm’s team was led by Director Marcus Chow. Jones Day acted as international counsel to Bumi Resources.

Herbert Smith has worked together with European law firm Stibbe to advise Canon Inc on its intended EUR 730 million (approx US$1.08b) all-cash public offer for all the shares of Océ NV. Together, Canon and Océ aim to create the overall number one presence in the printing industry. Canon has also agreed to pay EUR 65 million (approx US$96.7m) to buy Oce’s preferred shares. The joint team was led by corporate partners Björn van der Klip and James Robinson of Stibbe (Amsterdam) and Herbert Smith (Tokyo) respectively. This public offer is the latest high profile cross-border deal on which Alliance partners Herbert Smith, Gleiss Lutz and Stibbe have worked together. In commenting on the transaction, Robinson noted it “is a good illustration of the current Japanese outbound M&A trend that is seeing Japanese companies making the most of low market prices and the strength of the Japanese Yen.”

Hogan & Hartson LLP has represented Duoyuan Printing Inc (DYP), a Wyoming corporation and a leading offset printing equipment supplier in China with headquarters in Beijing, in relation to its initial public offering of common shares on the New York Stock Exchange. The offering of the shares, valued at approximately US$55 million, commenced trading on 6th November 2009 and follows the successful IPO and NYSE listing of Duoyuan Global Water five months ago. Piper Jaffray & Co acted as the sole bookrunning manager for the offering, and Roth Capital Partners LLC acted as the co-manager. The firm’s advisory team was led by Hong Kong-based partner Man Chiu Lee, who received assistance from New York partner Amy Freed and Washington DC partner Steve Kaufman.

Kim & Chang has advised MagnaChip Semiconductor companies (MagnaChip companies) in respect of having successfully emerged from a voluntary Chapter 11 restructuring in the United States on 9th November 2009. Upon completion of the restructuring, which had commenced in June 2009, MagnaChip companies had significantly reduced their long-term debt from approximately US$850 million to US$62 million. Avenue Capital Management II LP has become the controlling shareholder of MagnaChip Semiconductor LLC, the grandparent of the Korean manufacturer MagnaChip Semiconductor Ltd. The firm’s team, which advised on all aspects of the transaction, was led by Do-Young Kim and Won-Kyu Choi.

Lee & Ko has acted as counsel to CNH Capital (CNH), a company listed on the KOSDAQ division of the KRX, with respect to the spin-off of its lease operations and its own conversion into a holding company. The spin-off was completed on 30th August 2009 with the establishment of CNH Lease, a subsidiary of CNH. The Fair Trade Commission of Korea approved the conversion of CNH, which had previously focused on investment operations, into CNH Holdings on 6th November 2009. The transaction is thought to be the first successful case of conversion into a holding company through a spin-off that is permissible under the KRX (KOSDAQ) listing rules. Partners Hee Jeu Kang, Jong Seok Lee and Jun Taek Lee led the firm’s team in advising.

Lee & Ko has also represented Value_Up Private Equity Fund (Value_Up) in respect of its acquisition of interest in Kumho Auto Lease (Kumho), an unlisted Korean credit financial institution. Value_Up acquired 70.3 percent of common shares of Kumho from Kumho RAC Co Ltd. The transaction, which closed on 16th November 2009, was led by partners Hee Jeu Kang, Jong Seok Lee and Je Won Lee.

Lovells has acted for the seller in connection with the sale of 92.7 percent of shares of Beijing Leader & Harvest Electric Technologies Co Ltd (Leader & Harvest) to private equity fund Affinity Equity Partners. The transaction, valued at US$200 million, represents China’s largest ever buyout where the acquirer is a single overseas private equity fund. Leader & Harvest is China’s leading supplier of medium voltage variable frequency drive (VFD), a technology that improves the efficiency of electric motors and is particularly used in energy-intensive industries such as power generation, metal, oil & gas, mining and chemicals. The firm’s team was led by Hong Kong-based corporate partner Terence Lau.

Luthra & Luthra Law Offices has recently advised DT Cinemas, a DLF Group Company, in connection with the sale of the cinema exhibition business to PVR Cinemas. The consideration for the sale was part stock, part cash. As part of the alliance between the companies, PVR shall be offered exclusive rights to operate as a key anchor multiplex partner in all future mall developments undertaken by the DLF Group. Partner Samir Dudhoria led the firm’s transaction team.

Luthra & Luthra Law Offices has also represented Voith Paper Holding GmbH & Co KG (Voith Germany), a German engineering company founded in January 1867 and which currently has a turnover of 4.9 billion Euros (approx US$7.3b), in its acquisition of the entire 50 percent stake held by its joint venture partner Larsen & Toubro Limited (L&T) in the Kolkata-based company Voith Paper Technology (India) Limited. The agreement also contains an arrangement between Voith Germany and L&T under which the former will source components and aggregates for its international and Indian requirements from L&T in the field of manufacturing of machinery and equipment for pulp and paper production. Partner Vijaya Rao led the firm’s team in advising.

Melli Darsa & Co has acted as Indonesian counsel to PT Indika Energy Tbk (Indika Energy), one of Indonesia’s leading integrated energy groups, in relation to the offering by its wholly-owned subsidiary Indo Integrated Energy II BV of US$230 million 9.75 percent Senior Notes due 2016. Prior to the launch of the transaction, which was completed on 5th November 2009, a consent solicitation was also made to the noteholders of the previous bonds. The firm’s team was led by partners Melli Darsa and Elizabeth Silalahi. Indika Energy was also advised by Sidley Austin as to US law, Allen & Overy LLP as to Dutch law, Conyers Dill & Pearman as to British Virgin Islands law. Davis Polk & Wardwell LLP advised Citigroup Global Markets Limited (Citigroup) as the initial purchaser in connection with the offering, with the firm’s advisory team including Hong Kong-based partner William F. Barron and partners John D. Paton and Danforth Townley of London and New York. Citigroup was also advised by Assegaf Hamzah & Partners as to Indonesian law.

Nishith Desai Associates has acted as fund counsel to the ‘Aditya Birla India Real Estate Vision Fund’, an offshore India-focused real estate fund which was recently launched with a targeted corpus of US$350 million and a green shoe option of up to US$150 million. The primary objective of the offshore fund is to invest into equity, equity-related and debt instruments of investee companies engaged in the construction and development of real estate (including but not limited to residential and commercial properties and retail malls) in India under the Foreign Direct Investment (FDI) regime.

Nishith Desai Associates has also acted as legal and tax counsel to the Lokhandwala Group in connection with Trinity Capital (Five) Limited (Trinity) having recently infused the second tranche of investment for an equity participation in Lokhandwala Kataria Constructions Pvt Ltd, in relation to the development of a landmark Slum Rehabilitation Project in Mumbai. The first tranche of investment was made in October 2006 by Trinity, and this latest infusion is viewed by the firm as an indication of revival of the Indian real estate sector.

O’Melveny & Myers has represented Deutsche Bank AG, Hong Kong Branch, Merrill Lynch and BOCOM International Securities, as well as other underwriters, in respect of the US$276 million global offering of Mingfa Group (International) Company Limited (Mingfa), and the company’s listing on the Hong Kong Stock Exchange. A well-known property developer in China’s Fujian and Jiangsu provinces, Mingfa focuses primarily on large-scale, mixed use commercial complexes and integrated residential properties, with its product range also expanded to include logistics centres, R&D centres and hotels. The firm’s Hong Kong team was led by partners Colin Law and Peter Chen, whilst the firm’s US team was led by Shanghai-based partner Kurt Berney.

Orrick, Herrington & Sutcliffe LLP has advised SK Telecom Co Ltd (SKT), South Korea’s largest mobile telecommunications service provider, in respect of its sale of a 3.7 percent stake in China Unicom (Hong Kong) Limited (China Unicom) back to China Unicom for approximately US$1.3 billion. The transaction represents the largest share repurchase by a Hong Kong-listed company from a Korean company. SKT had purchased US$1 billion worth of convertible bonds in 2006 and subsequently converted the bonds to shares in 2007. Led by Hong Kong-based corporate partner David Cho, the firm’s team of Korea-focused lawyers advised SKT on US and Hong Kong law and all related corporate and regulatory matters.

Paul, Hastings, Janofsky & Walker has advised Goldman Sachs as the lead arranger in relation to a US$200 million five-year convertible bond offering by STX Pan Ocean, Korea’s largest bulk shipping company. The convertible bond offering involved innovative structuring to enable the bonds to be convertible into shares listed either in Korea or Singapore. STX Pan Ocean will use some of the proceeds to fund part of the acquisition cost for new vessels and the remainder as working capital. The firm also advised BNP Paribas, as co-manager, and Tong Yang Securities Inc, as co-lead manager, in relation to the offering. The firm’s Hong Kong-based advisory team was led by corporate partners Daniel Kim and David Grimm.

Shearman & Sterling LLP has represented Credit Suisse as sole bookrunner in connection with the US$100 million bond offering issued by Vincom Joint Stock Co (Vincom), one of the largest listed property companies in Vietnam. The offering, which closed on 16 November 2009, is the first overseas sale of convertible bonds by a Vietnamese issuer and is also the first international capital raising from any Vietnamese issuer since the US$750 million inaugural sovereign bond in 2005. Hong Kong capital markets partner Matthew Bersani and London-based European finance partner Mei Lian led the firm’s advisory team.

Simmons & Simmons has advised Commercial Bank of Qatar (Commercialbank) on its US$1.6 billion inaugural global bond offering and its first public subordinated bond issuance. The bond issue, which is the first ever global Lower Tier II offering from the Middle East, is due to close on 16 November 2009 and will be used to repay a US$380 million syndicated loan facility and to fund Commercialbank’s future growth. The firm acted as transaction counsel as to matters of Qatar law and played a key role in structuring the issue in compliance with local legal and regulatory requirements. The sole global coordinator was Morgan Stanley, who also acted as joint bookrunner with Credit Suisse. The transaction was launched following investor meetings in the US, Hong Kong, Singapore, the UAE and Europe, with the dual-tranche transaction generating significant investor interest resulting in the offer being more than 4 times oversubscribed. Finance partner Samer Eido led the firm’s advisory team.

Skadden, Arps, Slate, Meagher & Flom has represented Bank of America Merrill Lynch and The Hongkong and Shanghai Banking Corporation, as the lead underwriters, in connection with the US$300 million Rule 144A/Reg S offering of 10 percent senior notes due 2016 by Agile Property Holdings Limited, a property developer in China whose shares are listed on the Hong Kong Stock Exchange. The Hong Kong-based team was led by Edward Lam.

Skadden, Arps, Slate, Meagher & Flom is also advising Meadville Holdings Limited (Meadville), the leading provider of volume high-end printed circuit boards (PCBs), in respect of its business combination with TTM Technologies Inc (TTM), North America’s largest PCB manufacturer. The combination creates one of the largest PCB manufacturers in the world. Meadville is selling its PCB businesses to TTM for a combination of stock and cash, with an aggregate value of approximately US$521 million, and will receive stock representing approximately 45.7 percent of the post-transaction-issued share capital of TTM. Meadville’s controlling shareholder, Mr. Chien, will become the largest TTM shareholder. Concurrently, Meadville will sell its laminate and prepreg manufacturing business to Chien for approximately US$359 million. Following closing, Meadville will distribute the cash and TTM stock proceeds to its shareholders and then delist and liquidate. The deal is subject to shareholder approval, antitrust filings in the US and China and CFIUS review. The firm’s team was led by partners Jonathan Stone, Nicholas Norris and Ivan Schlager.

Vinson & Elkins has represented energy-focused private equity firm Lime Rock Partners in connection with its US$25 million investment in Expert Petroleum SRL, a Romanian-based oil and gas company focused on rehabilitating mature oil and gas fields. The investment marks Lime Rock’s sixtieth investment in a global energy company, and the first investment to be executed from Vinson & Elkins’ Dubai office. The firm’s advisory team was led by partner James A. Knight.

Weerawong, Chinnavat & Peangpanor Ltd has represented Geneal Electric Capital Corp (GECC) and GE Capital International Holdings Corporation (GECIH) in relation to the sale of GE Money’s businesses in Thailand to Bank of Ayudhya Plc (BAY). Valued at 13.789 billion Thai baht (approx US$417.9m), the transaction included the sale of the shares in GE Capital (Thailand) Limited (a wholly-owned subsidiary of GECC), General Card Service Limited and Total Services Solutions Plc (both wholly-owned by GECIH). GE and BAY have worked together to become leaders in Thailand’s credit and consumer financing market since 2001. This acquisition will enhance the growth in retail lending and will make BAY Thailand’s biggest service provider in the credit card business. Partner Chatri Trakulmanenate led the transaction.

WongPartnership LLP has acted for CapitaLand Limited (CapitaLand) in respect of the divestment of two leasehold industrial properties – Kallang Avenue Industrial Centre (KAIC) and Kallang Bahru Complex (KBC) – to Chiu Teng @ Kallang Pte Ltd for a total consideration of S$68 million (approx US$49.1m). The properties were held respectively by two of CapitaLand’s subsidiaries, KAIC Pte Ltd and KBC Pte Ltd. Partner Carol Anne Tan led the transaction.

WongPartnership LLP has also acted for Mapletree Logistics Trust in connection with the acquisition of an industrial property in Singapore – 7 Penjuru Close – from SH Cogent Logistics Pte Ltd. The transaction was valued at a total consideration of S$43 million (approx US$31m). Partners Carol Anne Tan and Khaw Gim Hong advised on the transaction.

WongPartnership LLP has also recently advised on the following transactions, led by partners Raymond Tong and Chong Hong Chiang:
• The firm has advised Tiong Woon Corporation Holding Ltd in respect of its placement of up to 34 million new shares at an issue price of S$0.83 per share, to raise gross proceeds of approximately S$28.2 million (approx US$20.4m);
• The firm has advised Cosmosteel Holdings Ltd in respect of its placement of up to 35 million new shares at an issue price of US$0.356 per share, to raise gross proceeds of approximately S$17.29 million (approxUS$12.48m); and
• The firm has advised United Envirotech Ltd in connection with its placement of up to 40 million new shares at an issue price of S$0.4275 per share, to raise gross proceeds of approximately S$17.1 million (US$12.34m).