Ali Budiardjo, Nugroho, Reksodiputro (ABNR) has also represented the International Finance Corporation (IFC) in respect of a secured loan in the amount of US$140 million granted to PT South Pacific Viscose, part of the Lenzing Group from Austria. The loan, IFC’s fourth to this Indonesian company, is part of a capital investment program. Theodoor Bakker and Emir Nurmansyah again led the firm’s advisory team.

Allen & Gledhill LLP is advising Oversea-Chinese Banking Corporation Limited (OCBC) in connection with its issuance of US$500 million 4.25 percent subordinated notes due 2019, callable with step-up in 2014 pursuant to its S$4 billion (approx US$2.89b) Programme for Issuance of Debt Instruments. The issue was a benchmark international offering to Asian and European-based institutional and sophisticated investors, and the notes are expected to qualify as lower tier 2 capital. Partner Au Huey Ling is leading the firm’s advisory team.

Allen & Gledhill LLP has also advised various parties in connection with CapitaLand Limited’s (CapitaLand) recently completed initial public offering of 30 percent of its shareholding interest in its retail arm, CapitaMalls Asia Limited (CMA), in conjunction with the listing of CMA on the Singapore Stock Exchange. The firm advised JP Morgan (SEA) Limited (JPM) – which assumed the roles of sole financial advisor, joint issue manager, joint bookrunner and joint underwriter – in addition to DBS Bank Ltd – as joint issue manager, joint bookrunner and underwriter – and Credit Suisse (Singapore) Limited and Deutsche Bank AG, Singapore Branch as joint bookrunners and underwriters. The IPO raised total proceeds of approximately S$2.5 billion (approx US$1.8b). If the over-allotment option granted to JPM is exercised in full, CapitaLand’s interest in CMA will be reduced by a further 4.5 percent and the total proceeds raised will increase to approximately S$2.8 billion (approx US$2.02b). The offering is the second largest IPO in Singapore since that of Singapore Telecommunications Limited in 1993. Partners Tan Tze Gay, Leonard Ching and Bin Wern Sern advised.

Allen & Overy LLP and its associated office in Riyadh, Abdulaziz AlGasim Law Firm, have advised Gulf International Bank (GIB) on the issuance of its 2 billion Saudi riyal (US$533m) bond. The first Saudi Riyal bond issued by a financial institution in Saudi Arabia this year, the issuance also represents the largest ever book for a Saudi Riyal bond private placement in Saudi Arabia. The issue originally targeted SAR 1.5 billion, yet the GIB increased the amount of the issue to SAR 2 billion in order to accommodate investor demand after the order book was closed on 9 November 2009 with orders totalling around SAR 5 billion. GIB Financial Services and HSBC were mandated as joint lead arrangers and book runners. The firm’s team was led by partners Julian Johansen (Riyadh) and Matthew Hartley (London).

Baker & McKenzie has advised Australian minerals exploration company Rex Minerals Limited (Rex), which has made recent copper discoveries in South Australia and New South Wales, on its successful A$42 million (approx US$38.7m) equity raising. The capital raising, comprising a non-renounceable accelerated entitlement offer, was fully underwritten by EL & C Baillieu Stockbroking Ltd through Stephen Macaw, and the new shares were issued on a 3-for-10 basis at an offer price of A$1.70 per share. The transaction provides Rex with further equity capital to support the strong growth of its business, and it intends to use the funds to continue its drilling process at the Hillside Copper Project in South Australia. The firm’s team was led by Melbourne-based corporate partner Richard Lustig.

Baker & McKenzie has also advised CHAMP Ventures on the leveraged buy-out of TS Marine Asia Pacific, a company which provides subsea and marine services to the oil & gas and marine industries. The firm’s team led by Sydney-based private equity partners Brendan Wykes and Julie Hutton, with Bryan Paisley leading the Firm’s banking & finance team. Wykes commented, “This deal demonstrates that leveraged buy-outs can still be done in the current market. The Scottish vendor was distressed which led to deal complexities with multiple stakeholders in various jurisdictions.” The deal price is confidential.

Clifford Chance has advised Maxis Berhad, Malaysia’s largest mobile phone company, and Maxis Communications Berhad (MCB), as selling shareholder, on Maxis’ US$3.3 billion initial public offering on the Bursa Malaysia. The IPO floated 2.25 billion shares at a price per share of RM5.00, comprising 30 percent of MCB’s shareholding in Maxis. In addition to being the largest-ever IPO in Southeast Asia, the offering is also the largest completed in Asia this year to date. Singapore-based partner Crawford Brickley led the team in advising on the transaction.

Clifford Chance has also advised NWS Holdings Limited, a subsidiary of major Hong Kong conglomerate New World Development Company Limited, on its sale of a controlling interest in Taifook Securities Group Limited (Taifook) to Hai Tong (HK) Financial Holdings Limited. Valued at HK$1.82 billion (approx US$234.8m), the sale of the 52.86 percent interest will, upon completion, trigger a mandatory general offer for Taifook’s remaining shares under the requirements of the Hong Kong Takeovers Code. The transaction is believed to be one of the first takeovers of a Hong Kong securities company by a Mainland securities company. Hong Kong partner Cherry Chan led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised JP Morgan Securities Ltd as sole dealer manager in connection with a cash tender offer by global supply chain manager Noble Group Limited (Noble) to purchase up to approximately US$488 million of its outstanding US$680 million 6.625% senior notes due 2015. The firm’s team included Hong Kong-based partner William F. Barron and partner Eugene C. Gregor of the Tokyo office.

DLA Piper has advised GGV Capital in connection with its US$15 million investment in China’s leading travel search engine, Qunar.com. GGV Capital, formerly known as Granite Global Ventures, was the lead investor in the financing, with co-investors including the Mayfield Fund, GSR Ventures, Tenaya Capital and donews.com. The transaction marks Qunar.com’s third round of venture capital financing, with funds to be used to further develop the company’s brand and other market activities. GGV Capital, which leads expansion-stage venture capital investments in the US and Asia, is one of the first venture capital firms to fund start-ups in China. Beijing-based partner Rocky Lee led firm’s advisory team.

DLA Piper has also advised Moong Pattana International Public Company Limited (MPI), a distributor of world-class consumer products including mother care and baby products and household products, on its successful listing of 30 million shares on the Market for Alternative Investment (MAI), which was established by the Stock Exchange of Thailand (SET). MPI, which started trading on 1 October 2009, is a Thai trading company with registered capital of 120 million Thai baht (approx US$3.6m). It raised THB 30 million (approx US$905,468) through its IPO. The firm advised MPI on Thai law in relation to its conversion into a public company, and also rendered legal advice relating to the SET, the Office of the Securities and Exchange of Thailand, the Ministry of Commerce and other relevant authorities as required to facilitate the offering and the listing of MPI’s shares on the MAI. Dr Chanvitaya Suvarnapunya, partner and head of the firm’s corporate practice in Thailand, led the deal.

Freshfields Bruckhaus Deringer has advised the underwriters on five Hong Kong IPOs during November, with three IPOs having priced in the last week. Two of the offerings, by China Minsheng Bank and Sands China, are set to be the two largest IPOs on the Hong Kong Stock Exchange (HKSE) this year to date. Details of the five IPOs listed on the HKSE are as follows:
• Firstly, the firm has acted as HK counsel to the underwriters – led by Citigroup Global Markets and JP Morgan Securities and including N M Rothschild & Sons – on the US$110 million listing of Trinity Limited, one of the leading high-to-luxury end menswear retailers in the region. The team was led by China managing partner Teresa Ko.
• Secondly, the firm has acted as HK and US counsel to the underwriters – led by Merrill Lynch and Goldman Sachs and including BOCI and Credit Suisse – on the US$780 million listing of Evergrande Real Estate Group Limited, one of the largest developers of quality residential property projects in China. The team was led by Beijing managing partner Chris Wong and US securities partner Calvin Lai.
• Thirdly, the firm is acting as HK and US counsel to the underwriters, HSBC and Cazenove, on the US$308.5 million listing of Sany Heavy Equipment International Holdings (Sany), a leading manufacturer and provider of coal mining solutions and equipment. The firm’s team is being led by partners Chris Wong and Calvin Lai.
• Fourthly, the firm is acting as HK and US counsel to the underwriters – led by UBS AG and BOCI Asia and including China International Capital Corporation, Macquarie and Hai Tong Securities – on the US$3.9 billion listing of China Minsheng Banking Corp Ltd, the first national joint stock commercial bank in the PRC primarily founded by non-state-owned enterprises. The firm’s team is being led by Hong Kong partner Kay Ian Ng and Calvin Lai.
• Finally, the firm is acting as HK counsel to the underwriters on the US$2.5 billion listing of Sands China Ltd which, through its operating subsidiaries, is a developer, owner and operator of integrated resorts and casinos in Macau. The underwriters are led by the joint bookrunners Goldman Sachs, Citigroup, Barclays Capital, BNP Paribas and UBS. The firm’s team is being led by Teresa Ko and Hong Kong partner Grace Huang. Walkers also advised on the transaction.

Herbert Smith has advised China Agri-Industries Holdings Limited (China Agri), a leading producer of processed agricultural products in China with operations spanning biofuel, biochemical, oilseed processing, rice trading and processing, brewing materials, and wheat processing, in relation to a US$250 million club term loan facility. The lenders include Banco Santander, Bank of Tokyo-Mitsubishi UFJ, Bank of China (Hong Kong), CITIC Ka Wah, ICBC (Asia), Mizuho and Standard Chartered. China Agri is the HKSE-listed subsidiary of COFCO Corporation, a Fortune 500 company and China’s largest food manufacturer and trader. The firm’s team was led by Hong Kong banking and finance partner Alexander Aitken.

Kim & Chang has advised Ion Investments BV (Ion), a Dutch investment holding company and a subsidiary of Temasek Holdings (Private) Limited, in relation to the company having subscribed new shares issued by Seoul Semiconductor Co Ltd (SSC) and Seoul Optedevice Co Ltd (SOC), the largest shareholder of which was SSC. Following consummation of the transactions, which were valued at a total of 284.7 billion Korean won (approx US$246.6m), Ion owns an approximate 12 percent interest in SSC and a 9 percent interest in SOC. The firm’s team was led by partner Jong-Koo Park.

Luthra & Luthra Law Offices is advising NDTV and its subsidiary NDTV Lifestyle Ltd (NDTV Lifestyle) in respect of the ongoing acquisition of a controlling stake in NDTV Lifestyle by a subsidiary of Scripps Networks Interactive Inc. Pepper Hamilton LLP are acting as international counsel for the sellers, whilst Baker Hostetler of New York and Kochhar & Co of New Delhi are acting as counsel for the buyers.

Milbank, Tweed, Hadley & McCloy LLP has represented Themed Attractions and Resorts Sdn Bhd (TARSB), a subsidiary of Malaysian Government-owned Khazanah Nasional Berhad, in connection with two transactions for children’s amusement facilities to be built in Malaysia. Licence agreements were signed with HIT Entertainment Limited, which owns the rights to Thomas the Tank Engine, Barney, Bob the Builder, Pingu and Angelina Ballerina, and with Japan’s Sanrio Co Ltd, owner of the Hello Kitty brand. The HIT attraction, to be known as The Little Big Club, will be the first of its kind in Asia. The Hello Kitty-branded attraction will be the first Sanrio amusement park in Southeast Asia. The deal team was led by Tokyo-based partner Darrel Holstein. Kadir Andri & Partners acted as Malaysian counsel for TARSB on both the transactions.

Milbank, Tweed, Hadley & McCloy LLP has also advised Northstar Equity Partners (Northstar), an Indonesian-focused private equity partner firm of TPG Capital, on the complex acquisition financing of its investment in Indonesian mining services company PT Bukit Makmur Mandiri Utama (Buma). Buma was recently acquired by Jakarta-listed PT Delta Dunia Petroindo Tbk (Delta) through an acquisition financing made up of a senior loan of US$285 million and the issue of Guaranteed Senior Secured Notes by a finance subsidiary of Buma. In connection with the acquisition, Delta conducted an international equity placement of its secondary shares pursuant to Rule 144A. Concurrent with the equity placement, Northstar acquired a 40 percent stake in Delta directly from its selling shareholder. The firm, led by senior attorney Jacqueline Chan in Singapore, represented Northstar on all material aspects of the acquisition, financing and equity placement, which had a total value of almost US$1 billion.

O’Melveny & Myers LLP has represented Piper Jaffray & Co, Jefferies & Company Inc and Oppenheimer & Co Inc, as joint book-running managers, in relation to the US$74.2 million follow-on public offering of Wonder Auto Technology Inc (Wonder Auto), a leading manufacturer of automotive electric parts, suspension products and engine components in China. Wonder Auto offered 6.9 million shares of its common stock at US$10.75 per share, including 900,000 shares of common stock sold when the underwriters exercised their over-allotment option in full. The firm’s team was led by Shanghai-based partner Kurt Berney and Beijing-based partner David Roberts, with partners from the firm’s Washington DC office advising on FINRA-related matters and certain securities law issues.

Orrick, Herrington & Sutcliffe has advised SBI E2-Capital (HK) Limited and SBI E2-Capital Securities Limited, as the sponsor and lead manager respectively, in connection with the HK$517 million (US$66.3m) initial public offering of China Tontine Wines Group Limited on the Main Board of the Hong Kong Stock Exchange. The listing took place on 19 November 2009. A team of capital markets lawyers from the firm’s Hong Kong and Shanghai offices, led by partner Edwin Luk, advised on the listing.

Orrick, Herrington & Sutcliffe has also advised On Track Innovations (OTI), a global leader in contact-less microprocessor-based smart card solutions, in respect of its landmark settlement agreement with Smartrac NV, a leading manufacturer and supplier of RFID transponders. Agreed on 9 November 2009, the settlement was reached after more than 2 years of litigation involving IP-related matters in multiple jurisdictions, and fully secures OTI’s delivery of products and projects whilst confirming Smartrac as OTI’s exclusive supplier for wire-embedded and Dual Interface Inlays. The firm’s IP team was led by Beijing-based partner Xiang Wang and included Hong Kong litigation partner Robert Pé. The team advised OTI on all of the Chinese legal proceedings to which the company was a party, as well as OTI’s patent re-examination in the United States and interests in Hong Kong.

Paul, Hastings, Janofsky & Walker has advised Citigroup Global Markets Asia Limited (Citi), Morgan Stanley Asia Limited (Morgan Stanley) and UBS AG Hong Kong Branch (UBS), as the joint sponsors, joint global coordinators, joint bookrunners and joint lead managers, in relation to the HK$7.1 billion (approx US$916m) Hong Kong IPO and global offering of Longfor Properties Company Limited, a leading PRC property developer. The listing comprised a Hong Kong public offering and an international offering, including a placement under Reg S/Rule 144A. The firm’s advisory team was led by capital markets partners Raymond Li and Sammy Li, whilst the US capital markets team was led by David Wang.

Shearman & Sterling LLP has represented China Development Bank and Bank of China as lenders to the Salalah Independent Water and Power Project (IWPP) in Oman. The project is being developed by a consortium comprising Sembcorp Utilities Pte Ltd and Oman Investment Corporation, whose shareholders are the Gulf Investment Corporation, the National Investment Funds Company, State General Reserve Fund of the Sultanate of Oman and BankMuscat. Targeted to begin full commercial operations in the first half of 2012, the IWPP will consist of a gas-fired power plant and a seawater desalination plant which will employ reverse osmosis technology to produce 15 million imperial gallons of water per day. The financing documents for the project were signed on 20 November 2009, with financial close expected within the next one to two months. The funding for the project is being provided by a mixture of international and Chinese banks and local financial institutions. Shanghai-based partner Andrew Ruff led the firm’s team.

Sidley Austin LLP has represented long-standing client the PRC Ministry of Finance in connection with the debut public offering and institutional placement of Renminbi-denominated bonds by the PRC’s Central People’s Government of China. The bonds, in an aggregate principal amount of RMB 6 billion (approx US$878.7m) are available in three tranches: 2.25% Bonds due 2011, 2.70% Bonds due 2012 and 3.30% Bonds due 2014. The firm’s team was led by Hong Kong-based partners Timothy Li and Gloria Lam and Beijing-based partner Henry Ding.

Sidley Austin LLP has also represented Evergrande Real Estate Group Limited (Evergrande), the largest non-state-owned property developer in China, in connection with its initial public offering listed on the Stock Exchange of Hong Kong, with concurrent global placements pursuant to Rule 144A/Reg S. The IPO raised an aggregate of approximately HK$5.65 billion (US$729.3m). The firm also assisted Evergrande in its pre-IPO private equity and debt financings, and their subsequent restructurings during the financial crisis. The firm’s advisory team was led by Hong Kong-based partners Timothy Li and Constance Choy.

Stamford Law Corporation has represented Beijing headquartered Sino-International Heavy Industry Technology Co Ltd (SINOHIT) in respect of the proposed acquisition by its subsidiary, SINOHIT Offshore Engineering (Liao Ning) Co Ltd, of a 29 percent stake in Sinwa Limited (Sinwa), a company listed on the Mainboard of the Singapore Exchange. The maximum purchase price, depending on Sinwa’s FY 2009 profits, will be S$35.12 million (US$25.2m). Sinwa Limited is a regional marine supply and logistics company servicing the marine and offshore industry in Singapore, China and Australia. Director Bernard Lui led the transaction.

Stamford Law Corporation has also represented Singapore Exchange-listed Ying Li International Real Estate Limited, a leading real estate developer in Chongqing in China, in relation to its placement of 253 million new ordinary shares to raise S$154 million (US$11m). The second fundraising exercise undertaken by the company in recent months to raise capital to fund its China-based development projects, proceeds from this placement will be used to fund its Da Ping development project located in the prime Yuzhou District of Chongqing. One of the largest integrated development projects in the city centre of Chongqing, the Da Ping project comprises over 2 million square feet of high-end residential units, top-end retailers and potentially a high-end hotel or serviced residence operator. Director Soh Chun Bin led the transaction.

Weil, Gotshal & Manges LLP has represented General Electric Co (GE) in connection with its agreement with Chinese state-owned aircraft manufacturer Aviation Industry Corp (AVIC) to form a new joint venture company to develop and market integrated avionics systems for commercial aircraft customers. The JV company will be headquartered in China and is expected to launch by mid-2010, subject to regulatory approval. Steve Xiang, head of the firm’s Shanghai and Beijing offices, led the firm’s China-based advisory team, whilst the New York team was led by partners Bill Gutowitz and Charan Sandhu.

White & Case LLP has represented Saudi Basic Industries Corporation (SABIC) in connection with its RMB 18.3 billion (US$2.7b) joint venture with China Petroleum & Chemical Corporation (SINOPEC). The joint venture, which was formed during October and announced at an inauguration ceremony at the Great Hall of the People in Beijing on 3 November 2009, will own and operate a new petrochemical complex in the coastal municipality of Tianjin, southeast of Beijing. The complex will produce 3.2 million tons of various chemical and petrochemical products annually, and is expected to be ready to begin production by the first quarter of 2010. Led by Beijing-based partner Steve Payne, the firm has been advising SABIC on all aspects of the joint venture since August 2007 when the corporation first signed a letter of intent with SINOPEC.

WongPartnership LLP has acted as listing agent and legal adviser to STX Pan Ocean Co Ltd (STXPO) in respect of its issue of an aggregate of US$200 million in principal amount of 4.5% convertible bonds due 2014. The bonds, and the new shares of STXPO arising from conversion of the bonds, will be listed on the Singapore Exchange. Partner Hui Choon Yuen led the transaction.

WongPartnership LLP has also acted for United Overseas Bank Limited in respect of financing granted to CPT International Limited for the acquisition of shares in China Precision Technology Limited (CPTL), a China-based company listed on the Singapore Exchange, in connection with CPTL’s proposed privatisation (which marks the second S-chip delisting in 2009). Partners Andrew Ang and Christy Lim advised on the transaction.

Finally, WongPartnership LLP has acted for NTUC Income and NTUC FairPrice in relation to an agreement with Times Properties, a subsidiary of Singapore Press Holdings, to jointly form a consortium to place a winning bid with the Housing & Development Board for a retail/commercial leasehold property at Clementi Town Centre in Singapore. Partners Vivien Yui and Annabelle Yip advised on the matter.

Allen & Gledhill LLP has also advised CIMB Bank Berhad as lead manager in relation to the S$29 million (approx US$21m) Sukuk Ijarah due 2014, issued by Majlis Ugama Islam Singapura (MUIS). The Bank of New York Mellon has acted as the co-trustee for the holders of the Sukuk. The transaction uses a new structure which allows MUIS, rather than a special purpose vehicle, to issue the Sukuk. In Singapore, MUIS is the second statutory board to have issued a sukuk this year. Partners Yeo Wico, Chew Mei Choo and Sunit Chhabra led the firm’s team in advising.

Finally, Allen & Gledhill LLP is acting as Singapore counsel to Starhill Global REIT in respect of the company intending to acquire the David Jones Building, a retail property located in central Perth in Australia, for A$114.5 million (approx US$106.4m) from the Centro Properties Group, which is listed on the Australian Stock Exchange. Partners Jerry Koh and Chua Bor Jern are advising.

Allens Arthur Robinson is advising Brambles Limited (Brambles), a leading global provider of support services, on its plans to cancel its secondary listing on the London Stock Exchange (LSE). Brambles announced its intentions on 19 November to cancel the secondary listing of its ordinary shares from the Official List of the UK Listing Authority, and to request that trading in those shares on the LSE be cancelled. The cancellation will also involve a share sale facility being offered to the holders of Brambles CDIs – the instruments by which Brambles shares trade on the LSE – who do not wish to hold Brambles shares on the Australian Securities Exchange. Sydney partner Vijay Cugati led the firm’s team in advising. Slaughter and May advised the company on UK law issues.

Baker & McKenzie has advised Indophil Resources NL (Indophil), whose main asset is its 37.5 percent interest in the Tampakan Copper-Gold Project in the Philippines which is estimated to be the seventh-largest undeveloped copper-gold deposit in the world, on a recommended takeover offer by Zijin Mining Group Company Limited. At A$1.28 (approx US$1.18) cash per share, the takeover offers values Indophil at approximately A$545 million (approx US$506.6m). The offer is being implemented by way of an off-market takeover offer, and is subject to various conditions including a 90 percent minimum acceptance condition, as well as Chinese regulatory approvals and FIRB approval. The takeover offer is unanimously recommended by the Indophil Board in the absence of a superior proposal. The firm’s team was led by Melbourne-based partner Richard Lustig.

Baker & McKenzie has advised Sims Metal Management (Sims), the global leader in metals and electronics recycling, in relation to its A$475 (approx US$441.7m) million equity raising. The raising comprises both a fully underwritten A$400 million (approx US$372.6m) institutional placement and a non-underwritten share purchase plan targeting A$75 million (approx US$69.8m). Allens Arthur Robinson has advised the underwriters, UBS AG and Australia Branch and Commonwealth Securities Limited (CommSec), in relation to the institutional placement. Partner David Holland led the Bakers team whilst partner Vijay Cugati led the advisory team for Allens.

Clifford Chance has advised on the two recent Hong Kong IPOs of China Minsheng Bank and China Longyuan Power, led by partner Amy Lo who was assisted in both instances by partner Rupert Li:
• China Minsheng Bank began trading in Hong Kong last week after its IPO raised US$3.9 billion. The firm advised the bank on Hong Kong and US law aspects of the global offering.
• The China Longyuan Power IPO opened last week with an expected value of US$2.2 billion. The firm is acting as the Hong Kong and US law adviser to the issuer.

Colin Ng & Partners LLP has acted for SGX-listed company ecoWise Holdings Limited (ecoWise) in its successful tender for a PPP contract to “design, build and operate” a biomass co-generation plant at Marina South, organised by the National Parks Board. The co-generation plant will have the capacity to generate 0.9 MW of electricity and 5.4 MW of heat from horticultural and wood waste. ecoWise will, through a special purpose vehicle, construct the plant and then operate it for 15 years, with National Parks Board guaranteeing the off-take of electricity and heat generated. Partners Bill Jamieson and Ong Wei Jin led the team representing ecoWise.

Davis Polk & Wardwell LLP has advised ICICI Bank Limited, India’s largest private sector bank and the country’s second-largest bank in terms of assets, as issuer in connection with a Rule 144A/Reg S offering of US$750 million aggregate principal amount of 5.5% notes due 2015. The joint lead managers for the offering were Bank of America Securities LLC, Credit Suisse Securities (Europe) Limited and The Hong Kong and Shanghai Banking Corporation Limited. ICICI Bank, which acted through its Bahrain branch in respect of the offering, has subsidiaries in the UK, Canada and Russia, branches in Singapore, Dubai, Sri Lanka, Hong Kong, Bahrain, the United States and Qatar, and representative offices in China, United Arab Emirates, Bangladesh, South Africa, Malaysia, Thailand and Indonesia. The firm’s advisory team included partners Margaret E. Tahyar of New York and Kirtee Kapoor of Hong Kong.

Davis Polk & Wardwell LLP has also advised Deutsche Bank AG, Singapore Branch, Goldman Sachs (Singapore) Pte and Morgan Stanley Asia (Singapore) Pte, as the joint lead managers, in relation to a Rule 144A/Reg S offering by Temasek Financial (I) Limited of US$500 million aggregate principal amount of 5.375% guaranteed debentures due 2039, offered under its US$5 billion medium-term notes program. The notes are guaranteed by Temasek Holdings (Private) Limited. The Temasek Group, wholly owned by the Singapore government through the Minister for Finance, has a portfolio of investments covering a wide range of countries and industry sectors and had total assets of approximately US$163.1 billion as of 31 March 2009. Hong Kong-based partners William F. Barron and James C. Lin advised, alongside partners from other offices. Temasek was advised by Latham & Watkins as to matters of US and UK law, and by Allen & Gledhill as to matters of Singapore law.

Drew & Napier has acted as Singapore counsel to GMG, which is in a joint venture with the shareholders of PT Harapan Sentosa, in respect of a potential joint venture for the processing and production of natural rubber and synthetic rubber. The processing property and its management team will be divested to a new company to be established for the purposes of the joint venture (the JV Company). The JV Company is to be 75 percent part owned by GMG and 25 percent part owned by the existing shareholders, and will be initially capitalised up to US$3.5 million in equity contribution plus US$4 million in shareholders’ loans in accordance to the proportionate shareholdings of GMG and the existing shareholders in the JV Company. The firm’s team was led by director Marcus Chow. ABNR represented GMG as local counsel.

Hogan & Hartson has represented Kuxun.cn, a leading online travel website in China, in its acquisition by TripAdvisor, the world largest travel community and a subsidiary of Expedia Inc. Partner Roger Peng led the firm’s team in advising on the transaction.

Khaitan & Co has advised Kyocera Wireless Corp in relation to the sale of the entire shareholding of Kyocera Wireless (India) Private Limited (KWIP) to MindTree Limited. KWIP provides engineering services for software and hardware products pertaining to mobile phone handsets and base stations, handset industrial design services and IT services, primarily to Kyocera group companies worldwide. The total transaction value consists of upfront consideration of US$6 million and a future contingent consideration.

Khaitan & Co has also advised Global Environment Emerging Markets Fund III LP (GEEMF), a part of the Global Environment Fund (GEF), in relation to the acquisition of shares of Greenko Group PLC (Greenko), an AIM listed entity. GEF invests in businesses around the world that provide cost-effective solutions to environmental and energy challenges. Greenko was founded in 2006 to develop, own and operate independent clean energy projects in the high-growth markets of Asia. The firm advised GEEMF on all aspects of the transaction, including its subscription for the redeemable preference shares of Greenko, aggregating to 29.99 percent of the issued share capital of Greenko. The total deal value is US$46 million.

KhattarWong has acted for Sino-Grandness Food Industry Group Limited (Sino-Grandness), a manufacturer and supplier of canned fruits and vegetables mainly for the export market, in respect of its initial public offering on the Mainboard of the Singapore Stock Exchange on 23 November 2009. The offering of 85.52 million shares, comprising 70 million New Shares and 15.520 million Vendor Shares, led to gross proceeds of approximately S$24.8 million (approx US$17.97m). The post invitation market capitalisation was S$71.1 million (approx US$51.5m) Partner Nicole Tan, from the firm’s corporate and securities laws department, advised Sino-Grandness on this transaction.

KhattarWong is also acting for China Precision Technology Limited (CPT), an integrated manufacturing services provider for the consumer electronics, office automation equipment, telecommunication and automotive industries, in a voluntary delisting pursuant to Rules 1307 and 1309 of the SGX-ST Listing Manual. Dynamic Goal Finance Ltd (DGF) had, on 3 September 2009, presented to CPT’s Board of Directors a formal proposal to seek the voluntary delisting of CPT pursuant to the rules. DGF is the sole shareholder of the offeror, CPT International Limited, a special purpose vehicle established for the purposes of the voluntary delisting and exit offer. Partner Ch’ng Li-Ling is advising.

Latham & Watkins has advised Senoko Power, the largest power generation company in Singapore, in connection with a S$2.65 billion (approx US$1.92b) financing. The financing, which comprises a S$2.2 billion 5-year senior term facility, a S$150 million 5-year senior working capital facility and a US$220 million (approx. S$300 million) 8.5-year mezzanine facility, will be used to refinance the bridge loan facility used by shareholders to acquire Senoko Power from Temasek Holdings (Private) Ltd in 2008. A group of 16 commercial banks acted as mandated lead arrangers for the financing, advised by Allen & Overy. The A&O team was led by Tokyo-based partner Ashley Young, whilst Latham partners Joseph Bevash, Michael Yoshii, Clarinda Tjia-Dharmadi, Stephen McWilliams and Hiroki Kobayashi led that firm’s advisory team.

Luthra & Luthra Law Offices has assisted BeijingWest Industries Co Ltd (BWI), along with its wholly-owned global subsidiaries (informally known as BWI Group), in the completion of their asset and business acquisition of the former Delphi Ride Dynamics and Brakes business units and a premier supplier of automotive chassis products to OEMs in the US, Europe and Asia. The acquisition was valued at approximately US$100 million. Shougang Corporation, Beijing’s largest employer and one of China’s largest steel makers, contributed 51 percent of the equity in BWI, whilst Beijing’s Fangshan District contributed another 25 percent of the equity. Fangshan’s State-Owned Assets Management Co Ltd contributed a 24 percent equity stake. Partners Sanjeev Sachdeva and S.R.Patnaik led the firm’s team in advising.

Milbank, Tweed, Hadley & McCloy LLP has represented Standard Bank PLC and Australia and New Zealand Banking Group Limited as the joint-coordinating arrangers in Cambodia’s biggest-ever M&A deal, a US$421 million financing for the acquisition by Cambodia’s Royal Group of Companies Ltd of full control of the country’s number one mobile phone operator CamGSM, and other assets. The Royal Group acquired a controlling stake in CamGSM from Luxembourg-based Millicom International Cellular SA Ltd, its long-time joint venture partner. Financing for the deal was completed this week. Milbank’s Singapore managing partner David Zemans led the firm in advising. Clifford Chance advised the Royal Group, whilst Linklaters acted for Millicom.

Run Ming has represented the Aviation Industry Corporation of China (AVIC) with respect to the establishment of an avionics joint venture with General Electric Company (GE). AVIC and GE Aviation signed the Framework Agreement on 15 November 2009 to set up a 50-50 joint venture in China to provide avionic products and services for future civil aviation programs in the worldwide market (including China and the US). The joint venture will bid for the C919 large civil aircraft program to be offered by Commercial Aircraft Corporation of China Ltd. Partners Yi LIU and Lijun YANG led the firm’s advisory team.

Run Ming has separately advised the Aviation Industry Corporation of China (AVIC) with respect to a cooperation agreement with US conglomerate Honeywell International Inc to expand the existing joint cooperation framework to develop components for the C919 large civil aircraft program, to be offered by Commercial Aircraft Corporation of China Ltd. Partners Yi LIU and Lijun YANG were again involved.

Finally, Run Ming has advised US aircraft leasing company, Aviation Capital Group on the successful delivery of a Boeing 737-800 aircraft to China Eastern Airlines Corporation Limited. The financing of the aircraft was provided by JPMorgan Chase Bank with a US Ex-Im Bank guarantee. It has been quite some time since US Ex-Im Bank last financed a Boeing aircraft into China. Partner Yi LIU led the firm’s advisory team. US Ex-Im Bank was advised by Vedder Price, whilst JPMorgan Chase was advised by Milbank, Tweed, Hadley & McCloy LLP.

Stamford Law Corporation has represented Singapore Exchange Catalist-listed Lasseters International Holdings Limited (LIH) in connection with its purchase of a Holiday Inn in Victoria, Australia, through its subsidiary Cypress Lake Property Pty Ltd (CLP). The hotel is being sold by Hanz (Melbourne) Pty Ltd, and is priced at A$44 million (approx US$40.9m). CLP is acquiring the net balance value of A$13.2 million (approx US$12.27m) while arranging a bank financing for the remainder. The move will enable CPL, a leading spa and wellness business in Australia, to diversify into a more geographically-defined market, particularly in Melbourne, which is historically reputed as having the highest room occupancy within Australia. Director Yap Wai Ming led the transaction.

Troutman Sanders has represented the joint sponsors and underwriters, China International Capital Corporation Hong Kong Securities Limited (CICC) and BOCI Asia Limited (BOCI), in the global offering and listing of CPMC Holdings Limited (CPMC) on the Hong Kong Stock Exchange. Completed on 16 November 2009, the total proceeds from the global offering were HK$1.24 billion (approx US$159.9m) which included the over-allotment option being exercised in full. Both the Hong Kong public offering and the global offering were over-subscribed, with the former over-subscribed some 299 times. The firm’s team was led by the head of its Greater China practice, Hong Kong-based partner Olivia Lee.

Walkers has acted as Cayman Islands counsel to Sands China Ltd (Sands), the Macau subsidiary of US casino giant Las Vegas Sands Corp, on its US$2.5 billion Hong Kong listing. Through its subsidiaries, Sands owns and operates various establishments including The Venetian Macao Resort Hotel, the Sands Macao and the Plaza Macao. The company intends to use a portion of the listing proceeds to recommence construction of its largest integrated resort on the Cotai Strip in Macau. The firm’s team was led by Hong Kong partner Denise Wong.

Yulchon has represented STX Pan Ocean (STX), the largest bulk shipping company in Korea, in connection with its issuance of convertible bonds in the amount of approximately US$200 million. Since STX is a dual-listed company in Korea and Singapore, the bondholders have the right to convert the convertible bonds into new shares of STX listed on either the Korea Exchange or the SGX-ST, at their option. The deal marks the first time STX has issued foreign convertible bonds after it became a dual-listed company. The firm’s advisory team was led by Hee Woong Yoon.

Allen & Gledhill LLP is also acting as Singapore counsel to Asia Pacific Breweries Limited (APBL) in relation to its entry into share purchase agreements with Heineken International BV (Heineken) regarding the proposed acquisition of Heineken’s entities in Indonesia and New Caledonia. The agreements, which attract an aggregate consideration of approximately S$536.3 million (approx US$382.6m) provide for: (a) the disposal by APBL of the entire issued share capital of Asia Pacific Breweries (Aurangabad) Private Limited and Asia Pacific Breweries-Pearl Private Limited to Heineken; and (b) the acquisition by APBL of an approximate 87.3 percent interest in Grande Brasserie de Nouvelle Caledonie SA, and the acquisition of an approximate 68.5 percent interest in PT Multi Bintang Indonesia Tbk and one share of PT Multi Bintang Indonesia Niaga. Upon completion of the latter acquisition, APBL intends to acquire the worldwide ownership and use of the BINTANG marks. Partners Steven Lo, Andrew M. Lim, Stanley Lai and Christopher Koh are advising.

Allens Arthur Robinson is advising Lend Lease Group (LLG), one of the world’s leading fully integrated property solutions providers, on its A$192 million (approx US$171m) acquisition of Lend Lease Primelife Group (Primelife). The acquisition, approved by Primelife security holders on 14 December, involves LLG acquiring the remaining securities in Primelife which it does not already own, with Primelife security holders receiving A$0.35 for each security held. The schemes will be implemented on 23 December 2009. The firm’s team was led by Sydney-based partner Tom Story, whilst partner Tony Sheehan, also of the Sydney office, advised on stamp duty. Partner Richard Harris advised on the Court approvals. Gilbert + Tobin acted for Primelife.

Allens Arthur Robinson is also acting for National Australia Bank Limited (NAB) on the proposed acquisition of AXA Asia Pacific Holdings (AXA APH), under which NAB will acquire all of the shares in AXA APH. NAB intends to retain AXA APH’s Australian and New Zealand businesses for an effective acquisition price of A$4.6 billion (approx US$4.09b), while proposing that AXA SA (the current 54 percent shareholder in AXA APH) will acquire AXA APH’s Asian businesses and effectively assume AXA APH’s existing debt. The AXA APH Independent Directors Committee has unanimously recommended that their shareholders vote in favour of the NAB proposal, which trumps the ‘best and final’ joint proposal for AXA APH announced by AMP and AXA SA earlier this week. The proposal, which is subject to a number of conditions and regulatory and other approvals, represents another key step in NAB’s strategy of growing its wealth management franchise, most recently demonstrated through its acquisitions of Aviva Australia and a strategic alliance with JB Were. The firm’s team was led by partner Greg Bosmans, and included fellow partners Robert Pick and Jon Webster.

Appleby is acting as Cayman Islands and British Virgin Islands counsel to Meadville Holdings Limited (Meadville) in connection with its proposed business combination with TTM Technologies Inc (TTM). Meadville, a Cayman company listed on the Hong Kong Stock Exchange, is a leading provider of printed circuit boards (PCB), whilst California-based TTM is North America’s largest PCB manufacturer by revenue. Meadville proposes to sell its PCB business to TTM and concurrently sell its laminate business to its controlling shareholder. After completion of the sale of the two businesses, Meadville will delist from the HKSE, discontinue from Cayman, continue into the BVI, distribute the cash proceeds and TTM consideration stock to its shareholders, and then liquidate. The firm’s team is being led by partner Judy Lee.

DLA Piper has advised MOL Global Pte Ltd (MOL Global), an affiliate of leading online payment solutions provider MOL AccessPortal Berhad (MOL), on its 100 percent acquisition of Friendster Inc, the operator of a top global web site (based on traffic) and a leading social network in Asia. A definitive merger agreement was signed in Kuala Lumpur on 10 December 2009, with the combination of the two industry pioneers set to create the largest end-to-end content, distribution and commerce network in Asia. The combination of MOL’s offline retail channel partners and payment platform with Friendster’s online footprint and social network of over 75 million registered users will accelerate the development of the burgeoning social networking industry. K. Minh Dang, partner and head of the firm’s Corporate South East Asia practice, led the deal in conjunction with partner Bradley Gersich of the US.

Freshfields Bruckhaus Deringer has advised Wai Yuen Tong on its successful securities exchange partial offer to increase its shareholding in LeRoi Holdings from around 29 percent to 49 percent. The team was led by Hong Kong-based partner Kay Ian Ng.

Freshfields Bruckhaus Deringer has also advised the underwriters, led by joint bookrunners Morgan Stanley and UBS, on the US$2.26 billion initial public offering of China Longyuan Power Group, China’s largest wind power company. Shanghai-based corporate partner Antony Dapiran and Hong Kong-based US corporate partner Calvin Lai led the firm’s advisory team.

Freshfields Bruckhaus Deringer has also advised Sinocom Pharmaceuticals on the US$15 million private share placement through the sale of preferred stock to DBS Nominees (Private) Limited and SEAVI Advent Equity V (A) Limited. The transaction was led by partners Calvin Lai from the firm’s Hong Kong office, and Alan Wang of Shanghai.

Finally, Freshfields has advised China CITIC Bank on the US$1.6 billion sale of a further 4.43 percent stake to Spain’s Banco Bilbao Vizcaya Argentaria (BBVA). As a result of the deal, which was led by Beijing managing partner Chris Wong, BBVA will now have a 15 percent stake in China CITIC Bank.

Fried, Frank, Harris, Shriver & Jacobson LLP has represented Credit Suisse and BOCI, as joint bookrunners, in connection with the global offering of ordinary shares by Kaisa Group Holdings Limited, one of the leading property developers in China, and the related listing of its shares on the Hong Kong Stock Exchange. The global offering, which raised aggregate proceeds of approximately US$440 million, consisted of a Hong Kong public offering and a concurrent 144A/Reg S placement. The firm’s team was led by corporate partners Joseph Lee and Richard Steinwurtzel.

Jones Day has acted as international legal advisor to the placement agents – Citigroup Global Markets India Private Limited, Deutsche Equities India Private Limited, DSP Merrill Lynch Limited, HSBC Securities and Capital Markets (India) Private Limited, RBS Equities (India) Limited, SBI Capital Markets Limited and UBS Securities India Private Limited – in relation to a US$600 million placement of equity shares by Hindalco Industries Limited (Hindalco), a leading producer of aluminium and copper in India and the world. Hindalco’s equity shares are listed on the Bombay Stock Exchange and the National Stock Exchange of India Limited. The issuance, which was closed on 1 December 2009, was valued at approximately US$600 million. Hong Kong-based partner Jeffrey Maddox led the firm’s advisory team. AZB & Partners acted as domestic counsel to the placement agents, whilst Amarchand & Mangaldas & Suresh A. Shroff & Co acted as domestic counsel to Hindalco.

JSM has advised The Wharf (Holdings) Limited (Wharf) in relation to the update of its Hong Kong Stock Exchange-listed Medium Term Note Programme, which was signed on 11 November 2009. The update of the Programme was arranged by HSBC. In addition to revising the offering circular to take account of certain recent developments, the number of special purpose issuing vehicles has been increased from two to four issuers and the maximum permitted amount of notes outstanding under the programme has been increased from US$1 billion to US$2 billion. Wharf has approximately US$600 million (or equivalent) of notes already outstanding under the programme.The firm’s advisory team was led by partner Phill Smith.

Khaitan & Co has advised Mahindra Navistar Automotives Limited (Mahindra) in relation to a domestic term lending transaction valued at approximately US$119 million (5500 million Indian rupiah) for financing the company’s medium and heavy commercial vehicles project. The firm advised Mahnidra in relation to all aspects of the transaction including review and finalisation of the Rupee Term Loan Facility Agreement and other Financing and Security Documents, and advising on security creation and perfection and stamp duty related advice.

Khaitan & Co has also advised UK company Borelli Tea Holdings Ltd (Borelli) in relation to its acquisition of 100 percent of the shares of Vietnam’s Phu Ben Tea Company Limited. The firm advised Borelli in relation to all aspects of the transaction, which involved some aspects of Vietnamese laws, including negotiating with the seller and drafting the Share Purchase Agreement.

In addition, Khaitan & Co has acted as Indian counsel to KSK Energy Ventures Limited in relation to its Qualified Institutions Placement which raised approximately US$111 million. Global coordinator India Infoline Limited also acted as co-bookrunning lead manager with Axis Bank Limited.

Khaitan & Co has advised NYSE listed Hospira Inc, the world leader in the injectables pharmaceutical space, on the acquisition of the injectables business of BSE and NSE-listed Orchid Chemicals and Pharmaceuticals Ltd (Orchid). Orchid is a pharmaceutical sector enterprise based in Chennai, and is engaged in the business of manufacturing active pharmaceutical ingredients and formulations such as anti-infectants, anti-inflammatory, anti-oxidants etc. Its injectables business is being acquired for a cash consideration of US$400 million. Partner Haigreve Khaitan led the firm’s team in advising on the transaction.

Finally, Khaitan & Co has advised Tata Steel Limited (Tata Steel), one of the world’s top ten steel producers, and Hooghly Met Coke & Power Company Limited (Hooghly), which is engaged in manufacturing metallurgical coke, in relation to Tata Steel’s acquisition of Hooghly by Scheme of Amalgamation u/s 391 & 394 of the Companies Act 1956. The firm advised clients in relation to all aspects of the transaction, which included acting on behalf of clients in the High Courts at Kolkata and Mumbai.

KhattarWong has acted for Swing Media Technology Group Limited (Swing Media), one of Hong Kong’s leading manufacturers and suppliers of data storage products and peripherals, in connection with its proposed equity line facility agreement (ELF Agreement) with YA Global Master SPV Ltd (YA Global), a fund managed by Yorkville Advisors LLC of New Jersey in the US. Pursuant to the ELF Agreement, Swing Media may at its discretion drawdown a total of S$10 million (approx US$7.1m) of equity capital in tranches in exchange for the issue of fully paid ordinary shares of Swing Media. The proceeds from the investment under the ELF Agreement will be used for Swing Media’s general corporate and working capital purposes, and place it in a better position to fund the expansion of its core business and exploration of new ventures, including expansion into China green energy sector. Partner Lawrence Wong from the firm’s Corporate and Securities Laws Department advised Swing Media on this transaction.

Kim & Chang has represented VOGO Fund and Korea Global Fund in relation to their acquisition of shares of BC Card from Hana Bank and SC First Bank, with the goal of acquiring management rights of BC Card. The share purchase was valued at a total of 194 billion Korean won (approx US$164.7m). The firm’s advisory team was led by Y.M. Huh and Won Kyu John Choi.

Kim & Chang has also advised National Oilwell Varco Inc (NOV) – a leading worldwide provider of equipment and components used in oil and gas drilling and production operations, oilfield services, and supply chain integration services to the upstream oil and gas industry – in respect of its entry into a stock purchase agreement for the acquisition of 100 percent of the equity of Hochang Machinery Industries Co Ltd, a specialty machinery manufacturer based in Korea that focuses on the manufacture of marine and offshore equipment and steel structures used in ships and plant facilities. The acquisition was valued at a total of 141 billion Korean won (approx US$119.7m). The firm’s team was led by S.Y. Park and T.G. Roh.

Finally, Kim & Chang has advised Doosan Heavy Industries & Construction Co Ltd (DHI), Korea’s leading manufacturer of power plants, in relation to its acquisition, together with its Czech subsidiary Doosan Heavy Industries Czech a.s, of 100 percent of the equity stake in Škoda Power a.s., a Czech steam turbine manufacturer, from Škoda Holding a.s. The closing of the transaction, which was valued at a total of €450 million (approx US$650m), occurred in December 2009. The firm’s team was led by S.Y. Park and H.Y. Lee.

King & Wood has acted as PRC counsel to UBS, as underwriter, in relation to the IPO and successful listing on the main board of the Hong Kong Stock Exchange by China’s Minsheng Bank. The transaction is being heralded as the largest IPO to date this year. The listing included 3.32 billion H-Shares, whilst the redchip stock offering included an overallotment of 498.255 million shares. Lawyers Yang Xiaolei and Su Zheng were involved.

Latham & Watkins has acted as both Hong Kong and US legal counsel to PCD Stores (Group) Limited (PCD), a leading department store group in China, in connection with its initial public offering of 1.5 billion shares listed on the Hong Kong Stock Exchange, including its international offering (144A/Reg S) of 1.35 billion shares and Hong Kong offering of 150 million shares, at a total value of HK$2.925 billion (approx US$377 million). Herbert Smith advised Credit Suisse (Hong Kong) Limited as the sole global coordinator, sole bookrunner and joint lead manager on the IPO and global offering. CLSA Asia-Pacific Markets also acted as joint lead manager on the transaction, for which trading commenced on 15 December 2009. PCD, which has a network of 16 department stores and one outlet mall in the PRC, intends to use the proceeds for business expansion in the region including opening new stores and upgrading existing stores. The Latham team was led by Hong Kong-based partner Jane Ng as to Hong Kong law, and by Hong Kong-based partner Eugene Lee as to US Law. Partners Tommy Tong and Kevin Roy led the advisory team from Herbert Smith.

Mallesons Stephen Jaques has acted for the joint lead managers – Citi, Credit Suisse and UBS – in relation to Woodside’s A$2.5 billion (approx US$2.2b) accelerated renounceable entitlement offer. The firm’s team, led by partners David Eliakim and David Friedlander, prepared and negotiated the underwriting agreement and reviewed offer and due diligence materials and syndicate documents, amongst other things.

Minter Ellison has acted for ANZ Banking Group and LINWAR Securities as co-managers of the A$91.4 million (approx US$81.2m) capital raising by Abacus Property Group (Abacus), a listed A-REIT included in the S&P/ASX200 Index which specialises in investing in property-based assets and actively managing those assets to enhance income and capital growth. Proceeds of the capital raising, which was conducted through a placement of approximately 228 million securities to institutional security holders, will be used to reduce debt and provide capacity for further acquisitions and working capital requirements. Unlike typical placements, this issue was not underwritten – Abacus relied on the lead managers obtaining support from its major security holders. Corporate partner Leigh Brown led the deal, whilst Freehills acted for Abacus.

Nishith Desai Associates has represented Structured Investments Limited (SIL), a Mauritius-based entity registered with the Securities and Exchange Board of India (SEBI) as a Foreign Venture Capital Investor (FVCI), in relation to its recent investment exit from Mandhana Industries Limited (Mandhana). The transaction involved a sale of shares by SIL to the promoters of Mandhana utilising the benefits of the FVCI route. The firm’s role involved providing advice on structuring of the transaction, drafting and review of deal documentation, and assisting on closing of the transaction.

Nishith Desai Associates has also acted for Precision Automation and Robotics India Limited, a leading manufacturer of robotic and automation systems and solutions in India and supplier of robotic equipment to many of the top companies in the world, in relation to the investment in the company by the India Strategic Opportunities Fund (ISOF), a unit scheme of Axis Venture Capital Trust (which is registered with the Securities and Exchange Board of India as a venture capital fund).

Finally, Nishith Desai Associates has acted for Aquarius Capital (Mauritius) Limited (Aquarius Capital) in relation to the investment by Aquarius India Fund, through Aquarius Capital, of US$6.5 million (300m Indian rupiah) in Vijay Nirman Company Private Limited (VNC), a Hyderabad-based private limited company which carries on the business of executing infrastructure projects and related activities. The investment will enable VNC to expand its current operations and enhance its capacity to carry out larger infrastructure projects.

O’Melveny & Myers has represented 7 Days Group Holding Limited (7 Days Inn), a leading and fast-growing national economy hotel chain in China, in relation to its US$127.8 million initial public offering on the NYSE. 7 Days Inn issued a total of 11.615 million American Depositary Shares (ADSs) at closing, including 1.515 million ADSs issued pursuant to the underwriters’ over-allotment option, which was exercised in full. JP Morgan Securities Inc and Citigroup Global Markets Inc acted as joint bookrunners. The ADSs priced at US$11 per share, at the top of the pricing range, and the company intends to use the proceeds to pay down debt and provide working capital. The firm’s team was led by Shanghai-based partner Kurt Berney, with partner Portia Ku also provided advice on certain transaction-related matters. Partner Larry Sussman of Beijing provided tax advice, whilst partners from the firm’s US office provided SEC-related advice.

Orrick, Herrington & Sutcliffe LLP has advised Chuo Kagaku Co Ltd, a leading Japan-based food packaging manufacturer, on the sale by its US subsidiary, Central Packaging Corp, of all its shares of C&M Fine Pack Inc to C&M Packaging LLC. The sale was completed on 14 November 2009. Founded in 1951, Chuo Kagaku Co Ltd has developed the technology and expertise to manufacture a wide variety of eco-friendly food packaging products made from reprocessed plastic materials. A team of Japan and US qualified M&A lawyers from the firm’s Tokyo and Silicon Valley offices, led by partners Mark Weeks and Mark Seneca, advised Chuo Kagaku and Central Packaging on the transaction.

Shook Lin & Bok LLP has advised investment holding company Enviro-hub Holdings Limited on its renounceable non-underwritten rights issue for up to approximately 216.4 million rights shares, and up to approximately 216.4 free detachable warrants, on the basis of one rights share with one free warrant (attached to the rights share) for every three existing shares held by entitled shareholders as at the books closure date. The estimated net proceeds of the issuance are expected to be approximately S$21.4 million (approx US$15.2m), before the exercise of the warrants. The proceeds from the warrants, if exercised in full, are estimated to be valued at an additional S$21.6 million (approx US$15.4m). The firm’s Corporate Finance team was led by partners KK Teo and Teo Yi Jing.

Stamford Law Corporation is acting as lead counsel and transactional lawyers on the groundbreaking privatisation by KS Energy of its subsidiary Aqua-Terra Supply, and associated company SSH Corporation, in a bid to consolidate all of its distribution businesses in the oil & gas sector under a new subsidiary, KS Distribution. The firm is also acting as lead counsel to the consortium – comprising KS Energy and the UK private equity firm Actis – which is funding the privatisation and business consolidation using new KS Energy shares and cash. In what is believed to be a first in Singapore, the deal involves the merger of 3 companies listed on the Singapore Exchange through a complex transactional structure of inter-conditional schemes of arrangement, coupled with capital reduction and consolidation of its oil & gas distribution businesses via acquisition agreements, using cash and listed KS Energy shares as transaction consideration. The deal has an enterprise value of approximately S$320 million (approx US$228m). Directors Lee Suet Fern, Ng Joo Khin and Lean Min-Tze are leading the firm’s advisory team.

Stamford Law Corporation has also acted for NASDAQ-listed American Towers Corporation (ATC), a US-based wireless and broadcast communications infrastructure company, in relation to its 950 million Indian rupiah (US$20.06m) acquisition of India-based Transcend Infrastructure (Transcend) from Insight Infrastructure Pte Ltd, a Singapore-based investment company. ATC is one of America’s largest owners of cell phone towers, whilst Transcend operates around 325 wireless communications sites in the Eastern states of India. The strategic acquisition will increase ATC’s combined India portfolio to 2,500 sites. Director Yap Lian Seng led the transaction.

Troutman Sanders has assisted leading global private equity firm The Carlyle Group (Carlyle) in the completion of its US$15 million strategic investment in China Agritech Inc (CIA), a leading national organic and non-organic fertilizer manufacturer and distributor in China which is listed on NASDAQ. Proceeds from the US$15 million investment, funded by Carlyle’s fourth Asia growth capital fund – Carlyle Asia Growth Partners IV LP and CAGP IV Co-Investment LP (collectively, CAGP IV) – to purchase 928,514 shares of China Agritech’s common stock, will be used for China Agritech’s business expansion and working capital purposes. This is the first China-related private investment in public equity (PIPE) that CAGP IV has made. The transaction was led by partner Olivia Lee, who is head of the firm’s Greater China Practice, and US partner Coburn Beck.

Winston & Strawn LLP has represented William Blair & Company LLC as sole book running lead manager in relation to the US$75.9 million underwritten offering of common stock of Deer Consumer Products Inc (Deer). Deer, a leading Chinese designer, manufacturer and seller of small home and kitchen electric appliances, issued and sold 6.9 million shares of its common stock, which included the exercise in full of the underwriters’ over-allotment option, at a price of US$11.00 per share. Hong Kong-based partner and chairman of the firm’s Asia Practice Group, Simon Luk, and New York-based partner Eric Cohen led the firm’s team in advising on the cross-border transaction.

WongPartnership LLP has acted for 205 ex-members of the Sijori Resort Club Sentosa, on Sentosa Island in Singapore, in relation to a suit against the new club management Treasure Resort Pte Ltd and its associate company, Colony Members Service Club Pte Ltd, for breach of contract, misrepresentation, inducement of breach of contract and conspiracy. Partner Joy Tan led the matter.

WongPartnership LLP has also acted for Ascendas Property Fund Trustee Pte Ltd, in its capacity as trustee manager for Ascendas India Trust (a-iTrust), on the inaugural drawdown on a-iTrust’s S$500 million medium term note (MTN) programme. a-iTrust issued an aggregate of S$60 million (approx US$42.7m) in principal amount of notes in two separate series under its MTN programme. Partner Colin Ong acted on the matter.

Finally, WongPartnership LLP has advised on the initial public offering of SBI Offshore Limited on Catalist, the sponsor-supervised listing platform of Singapore Exchange, which involves the placement of 20 million placement shares at S$0.27 per share, payable in full on application. Partners Raymond Tong and Chong Hong Chiang advised on the matter.

Allen & Gledhill LLP has also advised MI-REIT in relation to its signing of a S$175 million (approx US$125.8m) term loan facility with Standard Chartered Bank, Commonwealth Bank of Australia and National Australia Bank Limited, as the original lenders and arrangers. Proceeds from the 3-year facility will be used to refinance existing loans and to finance its general corporate funding purposes. MI-REIT has also signed a S$40 million (approx US$28.7m) bridge facility with Standard Chartered Bank, as original lender and arranger, proceeds from which have been used to finance the acquisition of an industrial building located in the International Business Park in Singapore. Partner Julie Sim advised.

Finally, Allen & Gledhill LLP has acted as Singapore counsel to YTL Pacific Star REIT Management Limited, which manages Starhill Global Real Estate Investment Trust (Starhill Global REIT), in respect of Starhill Global REIT entering into a heads of agreement with Starhill Real Estate Investment Trust (Starhill REIT) to acquire the latter’s interests in Starhill Gallery and Lot 10 Shopping Centre on Bukit Bintang, Kuala Lumpur’s main shopping street. The acquisition, undertaken through an asset back securitisation structure, was completed for a total consideration of approximately S$423.3 million (approx US$304.7m). This deal marks the first time a transaction has involved the transfer of properties from a Malaysia REIT to a Singapore REIT. Partners Jerry Koh and Chua Bor Jern led the firm’s team in advising.

Allens Arthur Robinson is acting for Challenger Life Company Limited (CLC), a wholly owned subsidiary of ASX-listed investment management firm Challenger Financial Services Group Limited, on the proposed acquisition of 100 percent of the units in Challenger Kenedix Japan Trust (CKT), an ASX-listed real estate investment trust which provides investors with exposure to a portfolio of Japanese retail properties. Under the proposed transaction, which is valued at approximately A$157 million (approx US$143.3m), CKT unitholders will receive $1 cash per unit. The transaction, to be effected via a ‘trust scheme’ structure, is subject to CKT unitholder approval and satisfaction of certain other conditions. CKT directors have recommended the transaction in the absence of a superior proposal, with completion expected in early February 2010. Partner Tom Story led the firm’s team in advising. Fort Street Advisers is acting as financial adviser to CLC on this transaction.

Amarchand & Mangaldas & Suresh A. Shroff & Co. has advised Experian International (Experian), one of the largest credit bureaus in the world, in connection with its entry into a joint venture in the Indian credit bureau business with Axis Bank Limited, Federal Bank Limited, Indian Bank, Magma Fincorp Limited, Punjab National Bank, Sundaram Finance Limited and Union Bank of India, through its sale of a 51 percent shareholding in Experian Credit Information Company of India Private Limited (ECICI). As part of the JV, Experian will continue to hold 49 percent of the shareholding in ECICI, whilst Axis Bank and Union Bank will each hold 10 percent, PNB, Sundaram and Magma will each hold 7 percent, and the Federal Bank and Indian Bank will each hold 5 percent. ECICI will provide companies with access to critical data and a range of services to help clients make better informed credit lending decisions and manage existing customer relationships more effectively. The firm’s team was led by managing partner Cyril Shroff and partner S.H. Bhojani.

Baker & McKenzie’s US Securities team in APAC, and Bakers’ Indonesian member firm Hadiputranto, Hadinoto and Partners (HHP), have acted as US and domestic law counsel respectively to PT BW Plantation, one of Indonesia’s leading palm oil producers, in relation to its global IPO and listing on the Indonesia Stock Exchange. The first Indonesian IPO this year to be marketed to international investors, the Reg S deal was listed under the new Bapepam rules regarding IPO process that came into effect in early 2009, which make the process substantially different and more complicated than previously was the case. The deal raised US$70 million and to date is the largest Indonesian IPO to list this year. The team was led by partners Yeo Jih-Shian, from the US Securities team in Singapore, and Tuti Dewi Hadinoto from the Securities team of HHP. BNP Paribas acted as the sole global coordinator underwriter and international selling agent, as well as joint lead manager together with Indonesian investment bank Danareksa.

Blake Dawson has advised the AWB in relation to the sale of its Landmark Financial Services loan and deposit books to ANZ. Landmark Financial Services is a division of AWB’s rural services business, and provides services to approximately 10,000 agribusiness customers. The loan book is valued at approximately A$2.4 billion (approx US$2.19b) and the deposit book at approximately A$300 million (approx US$274.6m). AWB and ANZ reached agreement on the transfer of AWB’s loan and deposit books, which is subject to receiving relevant regulatory approvals from the Australian Competition and Consumer Commission and Australian Prudential Regulation Authority, and an exclusive referral relationship. The sale is expected to close early 2010. The firm’s advisory team was led by partner Tiffany Barton, with partners Maria Marinelli, Phil Trinca, Bruce Whittaker, Geoff Mann and Peter Armitage also involved.

Conyers Dill & Pearman has advised GE Capital, the finance arm of General Electric Co, in relation to the offering of its US$500 million sukuk certificates, the first of its kind to be issued by a major US company. The transaction was finalised on 27 November 2009, with the Islamic financing structure believed to be the first of its type to be used to finance aircraft leasing. David Cooke and Brian Blugerman provided advice to GE Capital on the sukuk, which consisted of five-year dollar-denominated certificates, in association with lawyers from Allen & Overy. The sukuk certificates will be listed on the London Stock Exchange and Bursa Malaysia. GE has applied for a secondary listing on the NASDAQ Dubai Exchange. The certificates were issued through GE Capital Sukuk Ltd.

DLA Piper has advised GLG Life Tech Corporation (GLG), a Canadian-headquartered company and global leader in the supply of high purity stevia, in connection with its US$31.7 million IPO and simultaneous NASDAQ listing, which closed on 1 December 2009. The offering was conducted under the US-Canadian Multijurisdictional Disclosure System and is believed to be the first transaction of its type to utilise this system for a China-focused issuer. Led by partners Rocky Lee, Matt Adler and Mike Hutchings, the firm advised GLG on its offering of 4.168 million common shares, including the sale of 543,750 common shares, with the offering resulting in total gross proceeds of US$31.682 million. Shandong Jinruntong Law Firm acted as Chinese counsel to GLG, which has substantial operations in China. Canaccord Adams was the sole book-running manager for the offering and GMP Securities acted as co-lead manager. Han Kun Law Offices acted as Chinese counsel to the underwriters.

DLA Piper has also advised Roth Capital Partners LLC (Roth), a full service investment bank, as underwriter and sole book runner in relation to the US$39.675 million stock offering on NASDAQ by QKL Stores Inc, a leading regional supermarket chain in Northeast China. With offices strategically located in the US and China, Roth is well known for finding, funding and fostering the growth of emerging companies, and providing investment banking services including initial public offerings, follow-ons, PIPEs, private placements, mergers and acquisitions, investment research, and institutional sales and trading. Partners Rocky Lee and Steven Liu led the firm’s Beijing-based team.

Finally, DLA Piper has also advised global investment organisations Morningside China TMT Fund I LP (Morningside) and Intel Capital Corporation (Intel Capital), the investment arm of Intel Corporation, in relation to the US$25 million Series A financing of Phoenix New Media Limited (Phoenix). Morningside, formed as a Cayman Islands exempted limited partnership, is mainly involved in private equity and venture capital investment activities in Mainland China whilst Intel Capital makes equity investments in innovative technology start-ups and companies worldwide. Together with another investment fund, Bertelsmann Asia Investments AG, the companies have jointly invested US$25 million in Phoenix, which provides a wide range of information including entertainment and news through integrated communication platforms to over 100 million Internet users. Beijing-based partners Rocky Lee and Steven Liu again advised.

KhattarWong has acted for Superior Fastening Technology Limited (SFT), a manufacturer of metallic fastener products with two manufacturing bases in China, in connection with its proposed placement of 360 million new ordinary shares at a price of S$0.035 per share. The estimated net proceeds from the placement are expected to amount to S$12.6 million (approx US$9.07m). Pursuant to the subscription agreement between SFT, Blue Ocean Group and Mr Loi Peng Soon, Blue Ocean Group has acquired 152 million shares of SFT, giving it a controlling stake of 50.65 percent in the manufacturer. It also has the option to acquire an additional 160 million shares at the same price. Partner Lawrence Wong from the firm’s Corporate and Securities Laws Department advised on the transaction.

Latham & Watkins has represented Linkage Technologies International Holdings Limited (Linkage), a leading provider of software solutions and IT services for the telecommunications industry in China, in connection with its business combination with AsiaInfo Holdings Inc. Under the terms of the transaction, Linkage shareholders will receive US$60 million in cash and approximately 26.8 million AsiaInfo shares. Based on the closing price of AsiaInfo’s stock on 4 December 2009, the combined company would have a market value of over US$1.8 billion. Legacy shareholders of Linkage, which is based in Nanjing in China, will own about 35.8 percent of the combined company, to be called AsiaInfo-Linkage Inc. The transaction, which has been approved by each company’s board of directors, is expected to close by the end of the first quarter or early in the second quarter of 2010. At the time it entered into the business combination agreement, Linkage was in the advanced stages of a proposed IPO on the NY Stock Exchange. The firm’s team was led by Hong Kong corporate partner David Zhang.

LS Horizon Limited has advised Solar Power Company Limited (SPC) and Solar Power (Korat1) Company Limited (SPC(K1)), in connection with obtaining credit facilities valued at 420 million Thai baht (approx US$12.68m) from KASIKORNBANK Public Company Limited. The facilities will be used to finance their environmentally friendly 6 MW solar power project, which is currently the largest solar farm in Thailand and all of Asia. SPC was established to design, construct and operate Grid Connected Solar Power Stations anywhere in Asia. When the project is in operation, it will help mitigate the effects of global warming by reducing CO2 emissions by around 5000 tonnes per year.

Luthra & Luthra Law Offices has closed Pfizer’s strategic acquisition of Vetnex Animal Health Limited (which was formed by de-merging the animal health business of RFCL Limited) from ICICI Ventures and certain other sellers. Vetnex Animal Health Limited is the third largest player in the Indian animal health products industry, and with this acquisition Pfizer is expected to become the largest player in that industry in India. The closing proved complex owing to the existence of multiple sellers from various jurisdictions, a restructuring exercise between signing and closing, and technical and commercial issues in relation to transitional services. The firm’s transaction team was led by senior partner Mohit Saraf.

Mallesons Stephen Jaques has acted for the underwriter, Citigroup, on an A$200 million (approx US$183m) convertible bond issue and $100 million (approx US$91.4m) placement by Commonwealth Property Office Fund (CPA). CPA, managed by Colonial First State Property Limited, will use the funds raised to finance two strategic acquisitions in Brisbane and Perth and pay down existing debt. The convertible bond issue will be listed on the Singapore Exchange (SGX) and offered solely to the wholesale market. Partners John Sullivan and Shannon Finch, who led the firm’s team in advising, have commented that institutional convertible bond issues out of Australia have been difficult to come by in the past 18 months. “There’s been a long dry spell in this space brought about both by the GFC and a change in tack by ASIC in 2008, which means these transactions currently require a prospectus,” Finch said. Sullivan added, “The prospectus requirement is at odds with the practice internationally and with recent developments in Australia allowing certain retail offers without a prospectus.”

Minter Ellison (Australia), Charltons (Hong Kong), Fuijian Zenith (PRC) and Yorac Arroyo (the Philippines) are advising Zijin Mining Group Company Limited (Zijin) on its off-market cash bid for Indophil Resources NL (Indophil). Zijin is China’s largest gold producer and third largest copper producer. Indophil Resources is an Australian publicly-listed company whose major asset is a minority stake in the Tampakan copper-gold project in the southern Philippines. The recommended offer of A$1.28 per share values Indophil at A$545 million (approx US$500m) on a fully diluted basis. Melbourne-based corporate partner Marcus Best is leading the Minter Ellison team. Baker & McKenzie and Freehills are advising Indophil.

Orrick, Herrington & Sutcliffe LLP has advised China Forestry Holdings Co Ltd in its HK$1.55 billion (US$203m) initial public offering on the Main Board of the Hong Kong Stock Exchange, with a Rule 144A/Reg S placement to global investors. The listing took place on 3 December 2009. Invested by the Carlyle Group and private equity firm Partners Group, China Forestry is one of the three largest, privately-held, naturally regenerated and plantation forest operators in China in terms of coverage area of owned forest rights. Partners Edwin Luk and Mark Lee led a team of Hong Kong capital markets lawyers from the firm’s Hong Kong and Shanghai offices.

Paul, Hastings, Janofsky & Walker LLP has advised Prax Capital Management Co (Prax), an independent private equity firm dedicated to managing China-focused investments, in relation to the first successful formation and closing of an RMB-denominated China real estate investment fund. The firm’s advisory team was led by partners Alex Wang and David Blumenfeld, chair of the firm’s real estate practice in Shanghai.

Shearman & Sterling LLP has advised Xi’an Aircraft Industry (Group) Company Ltd (XAIC) in relation to its acquisition, through Future International Aviation Investment Co Limited (Future International), a special purpose vehicle established by XAIC in Hong Kong, of a 91.25 percent stake in FACC AG from Salinen Austria AG and ACC Kooperationen und Beteiligungen GmbH. After the completion of the acquisition, an additional capital contribution will be made by XAIC to increase the total equity of FACC from EUR 40 million (approx US$58.8m) to EUR 80 million (approx US$117.7m). The transaction marks the largest business M&A by a Chinese company in central Europe, with the acquisition and subsequent capital increase to be the largest investment by a Chinese company in Austria. The firm’s team was led by Beijing-based partner Ling Huang, and included partner Lee Edwards of the Beijing office also.

Stamford Law Corporation has represented AEP Investment Management Pte Ltd (AEP-IM), a Singapore-based Exempt Fund Manager and Exempt Corporate Finance Adviser under the Securities and Futures Act (Chapter 289) of Singapore, in respect of its entry into a 50:50 joint venture with DataOne (Asia) Pte Ltd (Data1) to form JV Securus Partners Pte Ltd (Securus). AEP-IM, a member of Saudi Arabia-based Al Rajhi Holding Group, and Data1, a wholly-owned subsidiary of Keppel Telecommunications & Transportation Ltd, will equally contribute an initial paid-up cash capital of US$100,000 into Securus. Securus will provide fund management and asset management services to the world’s first Shariah-compliant fund to be set up to invest in a global portfolio of data centres. Directors Susan Kong and Soh Chun Bin led the firm’s advisory team.

WongPartnership LLP has acted for HSBC Institutional Trust Services (Singapore) Limited – in its capacity as trustee for the holders of structured notes issued by Minibond Limited pursuant to the Minibond S$10 million Secured Note Programme – in respect of issues arising from the event of default occurring on the Minibond Notes following the commencement of Chapter 11 bankruptcy proceedings in the US by Lehman Brothers Holdings Inc and Lehman Brothers Special Financing. The firm has also acted for PricewaterhouseCoopers LLP, as the receivers, to take enforcement action in respect of the defaulted Minibond Notes, advising on the legal consequences of the Minibond structure and of the legal consequences of various options to unravel the same across multi-jurisdictions. Senior partner Alvin Yeo and partners Hui Choon Yuen, Chua Sui Tong and Sim Bock Eng were involved.

WongPartnership LLP has also acted for MacarthurCook Limited in its divestments of 50 percent of the shareholding in each of MacarthurCook Investment Managers (Asia) Limited – manager of the MacarthurCook Industrial REIT (MI-REIT) – and MacarthurCook Property Management Pte Ltd – property manager of the MI-REIT – to AMP Capital Investors International Holdings Limited. The firm acted for Cazenove & Co (Singapore) Pte Limited (a Standard Chartered group company), Macquarie Capital Securities (Singapore) Pte Limited and National Australia Bank Limited, the joint bookrunners and underwriters to MI-REIT’s underwritten placement and renounceable rights issue to raise total gross proceeds of approximately S$217.1 million (approx US$156m). Partners Rachel Eng, Linda Wee and Karen Yeoh advised on the transactions.

In addition, WongPartnership LLP has acted for Mermaid Maritime Public Company Limited (Mermaid) in relation to its renounceable and underwritten 9-for-20 rights issue of more than 243.5 million new ordinary shares in the capital of Mermaid, to raise gross proceeds of approximately S$156 million (approx US0024112.1m). The rights issue is the first ever renounceable rights issue by a Thai-incorporated company listed on the Singapore Exchange. Partners Raymond Tong and Karen Yeoh led the transaction.

Furthermore, WongPartnership LLP has acted for China International Marine Containers (Group) Co Ltd (CIMC) in connection with the acquisition by Bright Day Limited (Bright Day), an indirect wholly-owned subsidiary of CIMC, of shares in Yantai Raffles Shipyard Limited (YRSL). The shares were purchased from certain shareholders of YRSL in exchange for shares in Bright Day on a 1:1 basis, and pursuant to the subsequent voluntary unconditional cash offer launched to acquire all the remaining issued ordinary shares in the capital of YRSL. Partners Andrew Ang and Dawn Law advised on the transaction.

Finally, WongPartnership LLP has acted for the Singapore Medical Council (SMC) in connection with the first case taken on by the SMC against a doctor for the use of stem cells treatment. This case involved a charge against Dr Martin Huang for professional misconduct for offering to, and performing on, his patients cell therapy involving the injection of xenogenic (animal) foetal cells into humans for anti-ageing and rejuvenation purposes. The procedure was not generally accepted by the medical profession outside the context of a formal and approved clinical trial. Partners Melanie Ho and Chang Man Phing acted on the matter.

Allen & Gledhill LLP has also advised Queensley Holdings Limited (QHL) in respect of its issuance of S$320 million secured fixed rate senior notes due 2012, S$151 million secured fixed rate junior notes due 2012, and S$78 million redeemable preference shares (collectively, the securities) in the securitisation of the property known as “Capital Square”. The senior and junior notes are secured by, inter alia, a mortgage over Capital Square, and the proceeds from the issuance have been used to redeem existing bonds issued by QHL. The senior notes are the largest Singapore dollar corporate bond issue in a single tranche in Singapore this year. Partner Jerry Koh advised QHL and Capital Square Pte Ltd, which is the owner of Capital Square. Partners Margaret Chin, Margaret Soh and Magdalene Leong also advised Australia and New Zealand Banking Group Limited – as arranger and manager in respect of the issue – and DBS Trustee Limited, as trustee for the holders of the senior and junior notes.

Amarchand & Mangaldas & Suresh A. Shroff & Co has advised UTI Asset Management Company Limited (UTI), the fourth largest asset manager in India and the country’s oldest mutual fund institution, in respect of T. Rowe Price Global Investment Services Limited (T. Rowe) becoming a strategic partner in UTI and the UTI Trustee Company Pvt Ltd (UTI Trustee). The State Bank of India, Punjab National Bank, Bank of Baroda and Life Insurance Corporation of India, which are all shareholders in UTI and UTI Trustee, are in the process of inducting T. Rowe as a strategic partner, through which it will acquire a 26 percent stake in both UTI and UTI Trustee at a value of approximately INR 6.5 billion (approx US$138m). As a result of the agreement, T. Rowe will route all its investments into India through UTI. Partner S. H. Bhojani led the firm’s team.

AZB & Partners has represented Abbott Laboratories in its acquisition of the ‘nutrition food division’ business from various entities in the Wockhardt group. The deal, which is valued at approximately US$130 million, was structured as an asset acquisition from certain Wockhardt entities, and as a business acquisition as a going concern on a slump sale basis from other Wockhardt entities. Partner Percival Billimoria Esq led the firm’s advisory team.

AZB & Partners has also acted for Bharat Forge Limited (BFL) in relation to the company’s agreement with Alstom to incorporate two joint venture companies (JVA and JVB) in India. Alstom and BFL will hold 51 and 49 percent equity shares of JVA’s capital respectively. Conversely, BFL will hold a 51 percent equity stake in JVB. It is expected the equity investments of the companies will be valued at approximately Rs. 10 billion (US$213m). JVA will manufacture turbines and generators for coal based power plants of 300-800 MW range and undertake turbine island projects, whilst JVB will manufacture condensers and heat exchangers for such turbine island projects. Partner Alka Nalavadi advised.

Baker & McKenzie has advised Shanghai Jin Jiang International Hotels (Group) Company Limited, China’s biggest hotel operator, on setting up a 50:50 joint venture with US-based real estate investment firm Thayer Lodging Group for the US$307 million acquisition of New York Stock Exchange-listed Interstate Hotels & Resorts Inc (Interstate), the largest independent hotel management company in the US. The transaction, which marks the first overseas acquisition by a Chinese hotel chain, is to be made at US$2.25 per share in cash and involves assumption of all Interstate’s outstanding debt, subject to certain paydowns. The firm’s team was led by M&A and securities partners Elsa Chan, Howard Wu and Anthony Jacobsen.

Baker & McKenzie has also acted for Dish TV India Limited (Dish TV) in its issuance of global depository receipts to US-based asset management company Apollo Management. Raising US$100 million in funds, the issuance enables Dish TV, India’s pioneer and largest direct-to-home service provider, to expand its service and distribution network across India. Following the offering, Apollo Management owns 11 percent of the expanded capital of Dish TV. The firm’s US securities team in the Asia Pacific was led by Ashok Lalwani and Yeo Jih-Shian.

In addition, Baker & McKenzie has acted as Hong Kong and US law counsel to Macquarie Capital Securities Limited in its capacity as the sole global coordinator, bookrunner, sponsor and lead manager of Shengli Oil & Gas Pipe Holdings Limited’s HK$1.58 billion (US$204m) global offering, before exercise of the over-allotment option. The shares commenced trading on The Stock Exchange of Hong Kong Limited on 18 December 2009. The firm’s team was led by partners CY Leung and PH Chik on the Hong Kong law aspects and Allen Shyu on the US law aspects.

Clifford Chance and WongPartnership have both advised leading private equity investor Actis LLP on its tie up with Singapore-listed oil and gas services provider, KS Energy Services. The deal creates a new joint venture company, KS Distribution (KS), which will sell equipment and services to oil companies in Asia and the Middle East. The new company, valued at S$320 million (approx US$229.3m), will take private KS Energy’s subsidiary, Aqua-Terra Supply Co (ATS), and its associated company, SSH Corporation (SSH). KS will offer to acquire all the shares of both ATS and SSH by inter-conditional separate schemes of arrangement, through a combination of cash and new KS Energy shares, and will also acquire three other privately held KS Energy businesses. Actis’ investment and consolidation of the businesses will give KS critical mass and provide it with the resources to increase its market share and bid for bigger projects both in Asia and the Middle East. Singapore-based partner Lee Taylor led the transaction for Clifford Chance, assisted by partner Philip Rapp. Partners Andrew Ang, Carol Anne Tan and Khaw Gim Hong were on the advisory team from WongPartnership.

Clifford Chance has also advised Singapore-based upstream oil and gas company KrisEnergy on its acquisition of assets in Indonesia and Vietnam from Serica Energy plc. The assets, valued at US$98.6 million, comprise a 25 percent interest in the Kambuna gas and condensate field and a 24.6 percent interest in the Kutai production sharing contract, both in Indonesia, together with a 33.33 percent interest in Block 06/94 PSC in Vietnam. Completion of the transaction is subject to receipt of the necessary regulatory approvals. Partner Lee Taylor again advised.

In addition, Clifford Chance has advised Shell on the sale of its downstream marketing businesses in the north Pacific islands of Guam, Saipan and Palau to IP&E Holdings of the Philippines, a company 100 percent owned by the Delgado family of the Philippines. The agreement covers the sale of Shell’s retail, commercial and aviation businesses owned by Shell Guam Inc and Shell Company (Pacific Islands) Limited. Under the terms of the agreement, the retail network in the islands will remain Shell-branded through a series of trademark licensing agreements. The sale is part of Shell’s ongoing plans to concentrate its global downstream portfolio. Partner Lee Taylor led the firm’s team in advising.

Furthermore, Clifford Chance has advised US private equity house Columbia Capital, as a substantial shareholder in euNetworks Limited, in relation to a subscription for convertible bonds to be issued by euNetworks and its sub-underwriting of the convertible bond issue. The total transaction size of S$53.4 million (approx US$38.2m) represents the subscription by Columbia Capital for its pro rata share of the bonds issue and its subscription for any excess bonds not subscribed for by other shareholders. The transaction is subject to receipt of various regulatory consents. Corporate partners Lee Taylor and Joan Janssen led firm’s advisory team.

Clifford Chance has also advised Turner Broadcasting System Asia Pacific Inc, a subsidiary of Time Warner Inc, on its US$117 million acquisition of a majority stake in NDTV Imagine Limited (NDTV Imagine), an Indian company involved in the production, broadcasting and licensing of Hindi and multi-language general entertainment television programmes, movies and programmes, and distributing and marketing feature films. NDTV Imagine is one of the fastest growing television channels, distributors and production houses in India, catering for the Hindi-speaking audience, and building on the established media pedigree of NDTV Limited. Partner Lee Taylor advised. The transaction is subject to receipt of approvals from various Indian regulatory authorities.

Finally, Clifford Chance has advised the underwriters of a dual-tranche Singapore-listed convertible bond issue by Asahi Glass Company Limited, one of the largest glass makers in the world. The issue comprised JPY 50 billion zero coupon convertible bonds due 2012 and JPY 50 billion zero coupon convertible bonds due 2014. Both tranches are listed on the Singapore Exchange. Nomura acted as bookrunner on the issue. Partners Reiko Sakimura and Joan Janssen led the firm’s Tokyo and Singapore teams respectively. A Hong Kong team acted as trustee’s counsel for the issues.

Davis Polk & Wardwell LLP has advised Morgan Stanley & Co International plc and Citigroup Global Markets Inc as underwriters on an SEC-registered shelf takedown offering of LDK Solar Co Ltd’s 16.52 million ADSs, representing 16.52 million ordinary shares. The public offering price per ADS was US$7.00, bringing the aggregate amount of the offering to US$115.6 million. The firm’s advisory team was led by partner James C. Lin. LDK Solar Co Ltd, the world’s largest producer of solar wafers based in Xinyu, China, was advised by Sidley Austin LLP.

Davis Polk & Wardwell LLP has also advised a syndicate of underwriters co-led by Credit Suisse Securities (Canada) Inc and TD Securities Inc, in connection with a $367 million Canadian dollar (approx US$349m) secondary offering of 21.85 million common shares of Sino-Forest Corporation (SFC), one of the largest foreign-owned commercial tree plantation operators in the PRC. The offering, which included 2.85 million shares issued pursuant to an overallotment option, consisted of a public offering in Canada and Rule 144A and Reg S offerings in the US and other jurisdictions. Concurrently with the offering, the firm advised Credit Suisse Securities (LLC), Merrill Lynch, Pierce, Fenner & Smith Incorporated and TD Securities Inc as initial purchasers on a Rule 144A/Reg S offering by SFC of its 4.25% convertible senior notes due 2016 in an aggregate principal amount of US$460 million, including US$60 million issued pursuant to the over-allotment option. The firm’s advisory team included partner William F. Barron of Hong Kong and John M. Brandow of New York. Linklaters advised SFC as to matters of US, England and HK law.

In addition, Davis Polk & Wardwell LLP has advised joint bookrunners Goldman Sachs (Asia) LLC, Citi, Barclays Capital, BNP Paribas Capital (Asia Pacific) Limited and UBS Investment Bank in relation to the global offering of Sands China Ltd, a subsidiary of Las Vegas Sands Corp which is a leading developer, owner and operator of integrated resorts and casinos in Macau. Around 1.87 billion ordinary shares were sold in the global offering with gross proceeds of approximately HK$19.4 billion (approx US$2.5b). The global offering comprised 1.27 billion newly issued shares offered by the company, and a secondary offering of 600 million shares offered by Venetian Venture Development Intermediate (II), an indirectly held, wholly-owned subsidiary of Las Vegas Sands Corp. The shares were offered through a registered IPO in Hong Kong and through Rule 144A/Reg S offerings in the US and other jurisdictions. The firm’s advisory team was led by partner William F. Barron, with London partner John D. Paton providing tax advice. The issuer was advised by Sidley Austin regarding both US and Hong Kong law.

Finally, Davis Polk & Wardwell LLP has advised the joint lead managers – Citigroup Global Markets Limited, Deutsche Bank AG, Singapore Branch, Goldman Sachs International, JP Morgan Securities Ltd, Morgan Stanley & Co International plc and The Royal Bank of Scotland plc – in respect of the US$500 million Rule 144A/Reg S offering by Hyundai Capital Services Inc (HCS) of its 6 percent notes due 2015 under its US$3 billion global medium-term notes program. A leading financial services company in Korea, HCS is a joint venture between Hyundai Motor Company and General Electric Capital Corporation. Tokyo-based partner Eugene C. Gregor led the firm’s advisory team, whilst partner John D. Paton again provided tax advice. Yulchon and Simpson Thacher & Bartlett LLP advised HCS as to Korean and US law respectively.

DLA Piper is representing Nasdaq-listed AsiaInfo Holdings Inc in respect of its acquisition of Linkage Technologies International Holdings Limited, a leading provider of software solutions and IT services for the telecommunications industry in China. The cash and stock deal, valued at US$733 million, is expected to create the largest software company in China. The combined company will be called AsiaInfo-Linkage Inc. The acquisition was announced on 6 December 2009 and is expected to close in the second quarter of 2010. Under the terms of the agreement, Linkage shareholders will receive US$60 million in cash and approximately 26.8 million AsiaInfo shares upon closing of the transaction. Based on the closing price of AsiaInfo’s stock on 4 December 2009, the combined company will have a market value of over US$1.8 billion.

DLA Piper has also advised the joint sponsors, Piper Jaffray Asia Securities Limited and First Shanghai Capital Limited, and the underwriters in relation to the IPO of MOBI Development Co Ltd (MOBI) on the main board of the Hong Kong Stock Exchange on 17 December 2009. MOBI, a leading provider of wireless communication antennas and base station radio frequency (RF) subsystems in China, successfully raised over HK$593 million (approx US$76.4m) through its IPO. Esther Leung, partner and co-head of the firm’s Asia capital markets practice, led the deal.

FoxMandal Little has been appointed as the legal advisors to the Government of India (GOI) in respect of its proposed disinvestment in Satluj Jal Vidyut Nigam Limited (SJVN), a joint venture company between GOI and the Government of Himachal Pradesh (GOHP). The firm won the bid alongside their international consortium partner K&L Gates. The purpose of the joint venture is to plan, investigate, organise, execute, operate and maintain Hydro-electric power projects, and the GOI proposes to disinvest 10 percent of its equity in the company through public offering.

Freshfields Bruckhaus Deringer has advised China Pacific Insurance, a leading composite insurance group in China, on its US$3.1 billion Hong Kong IPO and global offering. Slaughter and May acted as Hong Kong legal counsel to the sole global coordinator, UBS, the joint bookrunners, joint sponsors and joint lead managers – UBS, Credit Suisse, CICC and Goldman Sachs – and the Hong Kong underwriters in respect of the Hong Kong IPO. Partners Kay Ian Ng and Calvin Lai led the Freshfields’ team, whilst partner Benita Yu led the advisory team from Slaughter & May.

Fried, Frank, Harris, Shriver & Jacobson LLP has represented Merrill Lynch Far East Limited, as the dealer manager, in a fixed price, all cash tender offer by leading PRC property developer Hong Long Holdings Limited for any and all of its outstanding 12.5% Senior Notes due 2012, and the related consent solicitation to strip substantially all of the covenants in the senior notes indenture. The tender offer expired on 21 December 2009, with approximately 63 percent of the outstanding senior notes validly tendered and accepted for purchase, valued at US$51 million. Consents from holders representing approximately 81 percent of the outstanding senior notes, valued at US$66 million, were validly delivered and accepted. Corporate partners Joshua Wechsler and Victoria Lloyd advised.

JSM has acted for Minmetals Land Limited in connection with its recent fund raising exercise, by way of placing and top-up, which concluded on 17 December 2009. The placing and top-up transaction is expected to raise a net proceed of approximately HK$930 million (approx US$119.9m) and is fully underwritten by BOCI Asia Limited. The firm’s team was led by partner Derek Tsang.

Khaitan & Co has advised Citigroup Global Markets India Private Limited in relation to the approximately US$150 million Qualified Institutions Placement of Aban Offshore Limited. Citigroup Global Markets India Private Limited acted as the Sole Global Coordinator and Book Running Lead Manager to the placement.

Khaitan & Co has also advised American Diesel and Gas Inc (ADG), a Florida based company that manufactures and sells insulation materials used in engines, in relation to the indirect acquisition of a 51 percent stake held by ADG in Q-Shield Diesel & Gas Technologies Private Limited (Q-Shield) by an investor acquiring a stake in ADG. Q-Shield designs and manufactures technology products for liquid fuel related engines.

In addition, Khaitan & Co has advised Eveready Industries India Ltd, India’s most reputed FMCG company, in connection with the company’s acquisition of 80 percent of the shares in Uniross, a France-based company with a factory in China. Unicoss SA manufactures and distributes dedicated rechargeable batteries and battery chargers.

Khaitan & Co has also advised Faridabad Investment Company Limited (Faridabad) in respect of the investment of approximately US$17 million by Cresta Fund Limited (Cresta), a Securities and Exchange Board of India-registered Foreign Institutional Investor. The transaction involved an investment in Faridabad by Cresta under the Portfolio Investment Scheme in an unlisted company.

Furthermore, Khaitan & Co has advised Siemens Limited and Flender Limited in relation to the acquisition by Siemens Limited of Flender Limited, in terms of the Scheme of Amalgamation u/s 391 & 394 of the Companies Act, 1956.

Khaitan & Co has also advised Titagarh Steels Limited (TSL) and Titagarh Wagons Limited (TWL) in respect of the acquisition of TSL by TWL in terms of a Scheme of Amalgamation u/s 391 & 394 of the Companies Act, 1956.

Finally, Khaitan & Co has advised The Blackstone Group in relation to its US$65 million (INR 300 crores) investment in Gateway Rail Freight Limited (GRFL), a subsidiary of Gateway Distriparks Limited which is a listed entity involved in transport and logistics.

KhattarWong has acted for Plenty Gold Enterprises Limited (Plenty Gold) in connection with its terms facility agreement with DBS Bank Ltd, Hong Kong Branch (DBS). Pursuant to the agreement, Plenty Gold will draw down from DBS a loan of HK$220 million (approx US$28.3 million), to be used for the purpose of financing its voluntary conditional cash offer for all the issued and paid-up ordinary shares of par value US$0.02 each in the capital of investment holding company Sihuan Pharmaceutical Holdings Group Ltd. Partner Lawrence Wong from the firm’s corporate and securities laws department advised on the deal.

KhattarWong has also acted for Juken Technology Limited (Juken), a company specialising in manufacturing a wide variety of precision moulded plastic components, in connection with its proposed renounceable underwritten rights issue of more than 82.3 million new ordinary shares in the capital of the company, with more than 41.1 free detachable and transferable warrants. Each warrant carries the right to subscribe for one new ordinary share in the capital of Juken, on the basis of six rights shares with three warrants for every ten existing ordinary shares held by the entitled shareholders. The estimated net proceeds from the rights issue before the exercise of any warrants are expected to be approximately S$3 million (approx US$2.15m). Assuming all the warrants are exercised, Juken is expected to receive further proceeds of approximately S$1.6 million (approx US$1.14m). Partner Lawrence Wong again led the firm’s advisory team.

Kim & Chang has advised the Korea National Oil Corporation (KNOC) which, together with its Kazakhstan joint venture partner, established KNOC White Hill BV and acquired 100 percent of Sumbe Joint Stock Company (Sumbe) on 25 December 2009, for a total of US$335 million. Sumbe has two oil fields in Kazakhstan, one of which is at the stage of pilot production whilst the other is under exploration. The purchase was conducted through an open market purchase at the Kazakhstan stock exchange. KNOC holds 85 percent of Sumbe. Whilst its joint venture partner holds the remaining 15 percent. Y.K. Oh and B.M. Park were key partners on the transaction.

Latham & Watkins has represented China-based biopharmaceutical company China Nuokang Bio-Pharmaceutical Inc in connection with its initial public offering of 5 million ADSs, representing 40 million ordinary shares listed on the NASDAQ Global Market. The offering raised gross proceeds of US$45 million, whilst a selling shareholder granted the underwriters a 30-day option to purchase up to 750,000 additional ADSs to cover over-allotments. Completed and closed on 15 December 2009, Jefferies & Company Inc and Oppenheimer & Co Inc acted as underwriters for the offering. Hong Kong corporate partners David Zhang and Eugene Lee led the firm’s advisory team.

Latham & Watkins has also represented various international lead managers in relation to the Rs 2,700 crore (approx US$580m) Regulation S and 144A initial public offering of shares by Indian power producer JSW Energy Limited on the National Stock Exchange and the Bombay Stock Exchange in India, and in the US to qualified institutional buyers (QIBs). The firm’s corporate team was led by Singapore partners Rajiv Gupta and Michael Sturrock.

In addition, Latham & Watkins has also represented China Life Insurance Company Limited (China Life), China’s largest life insurance company, in connection with its approximately HK$5.82 billion (approx US$750m) investment in Hong Kong-listed Sino-Ocean Land Holdings Limited (Sino-Ocean). Completed on 30 December 2009, China Life’s subscription of 934 million new shares, at an issue price of HK$6.23 per share, represents approximately 16.57 percent of Sino-Ocean’s enlarged share capital, making China Life the second largest shareholder in the company, which is one of the largest real estate companies in Beijing. The firm’s team was led by Hong Kong corporate partner Cathy Yeung, working along with partners Michael Liu and Stanley Chow. Sino-Ocean was advised by a team from Paul, Hastings, Janofsky & Walker led by Raymond Li, partner and leader of the firm’s China Practice in Hong Kong.

Lee & Ko has represented Samsung Heavy Industries (Samsung) in respect of a patent infringement claim brought against the company by Transocean in early 2007. Transocean’s patent pertains to a “method and device for multi-tasking exploratory or developmental drilling,” which it alleged was infringed by Samsung’s construction of 7 drillships consisting of state-of-the-art technologies that raised Samsung’s costs to KRW 700 billion (approx US$600m) per drillship. Led by IP counsel Young-Mo Kwon and Sun Chang, Samsung defended the infringement claim and invalidated Transocean’s patent at the trial level. Transocean appealed, yet subsequently filed a motion to withdraw its claim on 23 December 2009 when the decision of the appellate court was imminent.

Lee & Ko has also defended Hyundai Welding (Hyundai) in an infringement claim brought by Lincoln Electric Company and Lincoln Global (collectively, Lincoln) before the United States International Trade Commission. The claim alleged infringement of Lincoln’s patent for bulk welding wire containers and components and welding wire. Hyundai and Lincoln settled the matter in December 2009. The firm’s litigation team was led by Jae Hoon Kim, partner and head of the firm’s intellectual property practice group.

Finally, Lee & Ko has exclusively represented a consortium of about 20 companies led by Korea Electric Power Corporation (KEPCO) – including Korea Hydro & Nuclear Power Co, Westinghouse, Doosan Heavy Industries, Samsung Corporation, Toshiba and Korea Nuclear Fuel – in relation to the consortium signing a landmark $40 billion nuclear power plant deal with the Emirates Nuclear Energy Corporation (ENEC), the government-owned nuclear power plant operator of the UAE. The project is thought to be the largest nuclear power plant project in history and the agreement, signed on 27 December 2009, encompasses construction and delivery of 4 units of 1400 MW reactors by 2020, and the provision of operating services, maintenance services and nuclear fuel thereafter, with a possibility for delivery of additional reactor units. Jongkwan Peck and Joong Hoon Kwak led the firm’s advisory team, whilst ENEC was represented by Pillsbury Winthrop Shaw Pittman.

Mallesons Stephen Jaques has advised leading global financial institution International Netherlands Group (ING) on its entry into a definitive agreement to sell its 50 percent stake in Pacific Antai Life Insurance Company Ltd to China Construction Bank, the second largest commercial bank in China in terms of total assets as of 30 June 2009. The transaction is subject to regulatory approvals and is expected to be booked and closed in the second half of 2010. The firm’s team was led by partner Stuart Valentine.

Minter Ellison has advised Gloucester Coal Ltd (Gloucester) in relation to the company having received a notice of intention of a takeover offer from Macarthur Coal Limited (MCL), through which MCL would acquire all of the issued securities of Gloucester. A number of related transactions are also involved in this A$1.2 billion (approx US$1.09b) deal, and through acquiring Gloucester and stakes in other mines MCL is expected to double output within five years, making it the biggest independent coal producer in Australia. Partners John Steven, Bart Oude-Vrielink and Bruce Cowley led the firm’s advisory team.

Norton Rose Group has advised Schramm Holding AG (Schramm), one of the oldest German coating factories, in relation to the first German AG-share listing on the Hong Kong Stock Exchange. Schramm is the first company from the major industrial, civil law countries in Europe to be listed in Hong Kong, with trading of the company’s shares having commenced on 29 December 2009. A total of 5 million new shares were offered for the international placing to institutional investors and the public offering to the general public in Hong Kong, both of which were over-subscribed. Due to legal restrictions, subscription by investors from the European Union is not permitted. After deduction of all costs and expenses, Schramm anticipates the net proceeds from the global offering to be approximately 14 million euros (approx US$20m). DLA Piper’s Hongkong and Frankfurt teams advised Guotai Junan Capital Limited, as the sponsor, and Samsung Securities (Asia) Limited – as the sole global coordinator, bookrunner and lead manager – in relation to the IPO. Partners JC Lee, Esther Leung and Dr Kirsten Girnth led the firm’s advisory team. The Norton Rose advisory team comprised partners from across its Munich, Frankfurt, Brussels offices, and included corporate finance partners Stanley Lai and Richard Crosby of Hong Kong and Justin Wilson of Shanghai.

Orrick, Herrington & Sutcliffe LLP has advised Standard Chartered Securities (Hong Kong) Limited (formerly known as Cazenove Asia Limited) in the successful listing of China XLX Fertiliser Ltd – a leading coal-based urea and compound fertilizer producer in China – on the Main Board of the Hong Kong Stock Exchange by way of introduction. The transaction, led by Hong Kong partner Edwin Luk, represents the first time a Singapore-incorporated company has successfully listed on both the Hong Kong and Singapore Stock Exchanges, after the HKSE recently recognised Singapore as an acceptable jurisdiction for a listing applicant’s place of incorporation. The listing took place on 8 December 2009.

Orrick, Herrington & Sutcliffe LLP has also advised Chuo Kagaku Co Ltd, a leading Japan-based food packaging manufacturer, on the sale by its US subsidiary, Central Packaging Corp, of all its shares of C&M Fine Pack Inc to C&M Packaging LLC. The sale was completed on 14 November 2009. Founded in 1951, Chuo Kagaku Co Ltd has developed the technology and expertise to manufacture a wide variety of eco-friendly food packaging products made from reprocessed plastic materials. The company has licensed and exported its technology to customers globally including in the US, China, New Zealand, South Korea, Switzerland and Thailand. A team of Japan and US qualified M&A lawyers from the firm’s Tokyo and Silicon Valley offices, led by partners Mark Weeks and Mark Seneca, advised on the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison has advised Mitsubishi UFJ Financial Group (MUFG) in the completion last December 2009 of an offering of 2.5 billion shares of common stock for an aggregate of 1.07 trillion yen (approx US$12.1b). The offering is the largest follow-on offering by a Japanese issuer and the largest securities offering in Japan for the past decade. Partners Tong Yu and Peter Rothenberg led the firm’s advisory team while Nagashima, Ohno & Tsunematsu acted as Japanese counsel in this offering.

Shook Lin & Bok LLP has advised Best Decade Holdings Limited (Best Decade) as Singapore legal counsel on the restructuring of its S$175 million Zero Coupon Exchangeable Bonds Due 2012, which will enable Best Decade to meet its financial challenges and fulfill its obligations under the Exchangeable Bonds pursuant to an alternative settlement scheme. One of the terms of the restructuring is the cash consideration of approximately US$19 million. The firm’s team was led by partners KK Teo, Nicholas Chong and Teo Yi Jing. Clifford Chance LLP advised Citigroup Global Markets Asia Limited, the financial advisers in connection with the restructuring.

Shook Lin & Bok LLP has also advised Delong Holdings Limited (Delong) as Singapore legal counsel on the restructuring of its RMB1.532 billion US Dollar Settled Zero Coupon Convertible Bonds Due 2012, to enable Delong to meet its financial challenges and fulfill its obligations under the Convertible Bonds via an alternative settlement scheme. One of the terms of the restructuring is the initial cash payment of US$30 million. The firm’s team was again led by partners KK Teo, Nicholas Chong and Teo Yi Jing. Clifford Chance LLP again also advised Citigroup Global Markets Asia Limited who acted as financial adviser to Delong in connection with the restructuring.

Skadden, Arps, Slate, Meagher & Flom is representing Taipei-based GigaMedia Limited, a NASDAQ-listed provider of online entertainment software and services, in connection with its establishment of a strategic alliance with Mangas Gaming, the leading French sports betting and online gaming group. GigaMedia is selling a 60 percent interest in its Everest Poker online gaming business to Mangas for US$100 million plus an earnout based on the fair market value of the business in 2012. The company will continue to hold the remaining 40 percent interest, with a put option to sell all or part to Mangas beginning in 2013. Beginning in 2015, Mangas will have a call option on any remaining shareholding held by GigaMedia. Partners Alec Tracy (Hong Kong), Stephen Banker (New York) and Moshe Kushman (LA) led the firm’s advisory team, supported by other partners from the firm’s global offices.

Stamford Law Corporation has advised US-based e-Rewards Inc in its £89 million (approx US$139m) acquisition, via its wholly-owned UK subsidiary e-Rewards Bidco, of all the issued share capital of Research Now plc. The transaction was effected by means of a Court approved scheme of arrangement between the two firms under Part 26 of the Companies Act of the English Law. The Singapore part of the synergetic merger between the two leading international online research specialists was led by director Yap Lian Seng.

Stamford Law Corporation has also represented Singapore Exchange Mainboard listed Ecowise Holdings Limited (Ecowise) in its entry into a sale and purchase agreement with Malaysia-based Sun Organization Sendirian Berhad (Sun Organization) and other individual vendors. Ecowise is to acquire the shares of Sunrich Integrated Sdn Bhd (SRI) for RM44.1 million (approx US$13m), representing 70 percent of the voting rights of SRI. Sun Organization is the holding company of SRI. The acquisition was led by director Bernard Lui.

Stephenson Harwood has acted for PT Lion Mentari, Indonesia’s largest airline, on the first Ex-Im Bank supported financing of aircraft into Indonesia in over two decades. Under the terms of the transaction, which was arguably the largest single aircraft financing in Indonesia in 2009, Ex-Im Bank supported financing for the acquisition of seven new generation Boeing 737-900ER (worth over US$500 million at catalogue prices). The facility was arranged and is provided by Citibank NA. Three of the seven aircraft financed under the facility were delivered in late December 2009, with the remaining four aircraft expected to be delivered over the coming months. Singapore-based partner Paul Ng led the firm’s advisory team.

Vinson & Elkins LLP has represented Sinopec in the negotiation and signing of a Sale and Purchase Agreement covering the supply of 2 million tonnes of LNG per annum for a period of 20 years, which is to be delivered to Qingdao in China from a new LNG project to be constructed in Papua New Guinea (PNG). The purchaser of the LNG is a Sinopec subsidiary – Unipec Asia Co Ltd – and the sellers are a group of PNG LNG project companies led by Exxon Mobil Corporation. The firm also represented Sinopec in the negotiation of a Heads of Agreement for the sale, which was signed in November 2009. Beijing partners Xiao Yong and Paul Deemer played leading roles in advising on the transaction.

Watson, Farley & Williams LLP has advised Sumitomo Mitsui Banking Corporation, as agent, and a syndicate of 15 cross-border lenders on a recent refinancing signed in December 2009 involving Korea Gas Corporation (KOGAS), the world’s largest importer of liquefied natural gas, and four 135,000 cbm LNG carriers. The refinancing was valued at over US$630 million. The firm’s transaction team was led by partner Goh Mei Lin. Lee & Ko acted as Korean counsel for the lenders, whilst Kim & Chang acted as counsel for KOGAS and the charterers.

White & Case LLP has represented China Development Bank and Bank of China Limited as co-borrowers in respect of a €1.75 billion (approx US$2.53b) financing to purchase equipment and technology for a nuclear power plant to be built by Taishan Nuclear Power Company Limited. The firm also represented the two clients as co-arrangers in the structuring, negotiation and drafting of the financing documentation in connection with a CNY33.4 billion (approx US$4.89b) syndicated loan facility to finance the procurement and construction of the Taishan project. Xiaoming Li led the firm’s team on this transaction.

WongPartnership LLP has acted for Samsun Logix Corporation (Samsun), one of the largest Korean shipping companies, in an application to the Singapore Court to allow a scheme of arrangement to be entered into between Samsun and its Singapore creditors and for a stay of any proceedings in Singapore, to give effect to the rehabilitation proceedings Samsun has commenced in Korea. Samsun was seeking similar recognition of its domestic insolvency process in a number of other jurisdictions including Australia, Belgium, England and the United States. Partner Andre Maniam led the matter.

WongPartnership LLP has also acted for Esmart Holdings Limited (Esmart) in the proposed acquisition of all the shares of Solar Silicon Resources Group Pte Ltd from Auzminerals Resource Group Pte Ltd. The proposed acquisition attracts a consideration of S$307 million (approx US$220m), to be satisfied by the allotment and issue of 1.535 billion new ordinary shares in the share capital of Esmart. Partners Raymond Tong, Chan Sing Yee and Ng Joo Kim acted on the transaction.

In addition, WongPartnership LLP has acted for Chemoil Energy Limited (Chemoil) in connection with the mandatory unconditional cash offer which Singfuel Investment Pte Ltd (Singfuel), an indirect wholly-owned subsidiary of Glencore International AG, intends to make for all the issued ordinary shares in the capital of Chemoil. The offer is subject to Singfuel’s completion of the acquisition of issued ordinary shares in the capital of Chemoil from the Chandran Family Trust for approximately US$233 million, representing approximately 50.81 percent of the issued share capital of Chemoil. Partners Andrew Ang and Dawn Law led the transaction.

Baker & McKenzie has also advised one of New Zealand’s largest companies, Infratil Limited, on its successful exit as the largest shareholder in Australian clean energy company Energy Developments Limited, for A$140 million (US$129.3m). Infratil sold its 32 percent stake in Energy Developments as part of a takeover offer by Greenspark Power Holding Ltd, an investee company of Pacific Equity Partners. The company was advised by the firm’s M&A partner Ben McLaughlin.

Finally, Baker & McKenzie has advised Australia’s largest private hospital operator, Ramsay Health Care Limited on the proposed acquisition of a 57 percent interest in Groupe Proclif SAS, a leading French private hospital group, for €87 million (US$126.28m). The transaction is expected to be completed by the end of March, subject to regulatory approvals, banking consents, and formal documentation. M&A partners Ben McLaughlin (Sydney) and Laurent Barbara (Paris) advised the client.

Clifford Chance has advised leading bank Kasikornbank Public Company Limited on the groundbreaking THB700 million (US$21.2m) project financing of Thailand’s first utility scale 6MW solar power project. The project, to be built in the Nakorn Rachasrima Province, has been supported by the Energy for Environment Foundation, an independent non-profit organisation founded in 2000 to promote the development of renewable energy and energy efficiency in Thailand by the government and the private sector. Projects and renewable energy lawyer Joseph Tisuthiwongse led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised Petroleum Trust on a block trade of 33 million equity shares of Reliance Industries Limited, a Fortune Global 500 company and the largest private sector company in India. The Petroleum Trust was formed on 2 May 2002 by Reliance Industrial Investments & Holdings as part of the scheme of amalgamation of Reliance Petroleum with Reliance Industries Limited. The block trade generated gross proceeds of approximately US$763 million. The firm’s corporate team was led by Kirtee Kapoor.

Davis Polk & Wardwell LLP has also advised First Pacific Company Limited (First Pacific) in respect of its underwritten rights offering of more than 672 million new shares, which grossed approximately $282 million by means of a rights subscription offering on the basis of 1 share right for every 5 existing shares. The offering included a public offering in Hong Kong and private placements to institutional investors outside Hong Kong, including within the US. The firm’s advisory team included partners William F. Barron, Eugene C. Gregor and James C. Lin. First Pacific was also advised by Richards Butler as to Hong Kong law. The underwriters were advised by Herbert Smith.

DLA Piper has advised Matrix Partners China (Matrix) in relation to the US$10 million second round financing received by Wuhan-based high-end language education and training company New Dynamic Institute. Alongside Matrix, other investors included WI Harper Group. The funding will be used for improvement of training programmes and for market development as demand for English language training continues to grow, driven by economic development in China and increasing competition in the international labour market. Partner Rocky Lee led the firm’s advisory team, whilst Broad & Bright represented New Dynamic Institute.

Drew and Napier is acting in the privatization and cash exit offer for Full Apex Holdings Ltd (FA), one of the leading manufacturers of PET bottles in the PRC, in a voluntary delisting pursuant to Rules 1307 and 1309 of the SGX-ST Listing Manual. Pan Surplus, a special purpose company owned by the controlling shareholder of FA, made the exit offer on 9 November 2009 for the remaining shares not owned by the controlling shareholder, for an amount of approximately S$48 million (US$34.57m). Partner Marcus Chow is advising the client.

Freshfields Bruckhaus Deringer has advised Sinocom Pharmaceuticals on the US$15 million private share placement through the sale of preferred stock to DBS Nominees (Private) Limited and SEAVI Advent Equity V (A) Limited. The transaction was led by partners Calvin Lai (US securities) from the Hong Kong office and Alan Wang (corporate) from the Shanghai office.

Freshfields Bruckhaus Deringer is also advising Esprit Holdings on the US$500 million proposed acquisition of its China joint venture business back from China Resources. The deal is being led by partners Teresa Ko, Grace Huang, Connie Carnabuci and Melissa Thomas.

In addition, Freshfields Bruckhaus Deringer has advised OCBC on its US$9 million acquisition of a 19.99 percent stake in South China Trust Company. The team was led by Shanghai-based corporate partner Alan Wang.

Moreover, Freshfields Bruckhaus Deringer has advised China Minmetals on its US$819 million acquisition of a 51 percent stake in Hunan Nonferrous Metals Holding Group Company Limited (Hunan Metals), a transaction which marks the first major consolidation of China’s nonferrous metals industry. China Minmetals will also make a mandatory general offer valued at US$364 million for the HKSE-listed Hunan Metals, as required by the “chain principle” under the Hong Kong Takeovers Code. The deal was led by Beijing managing partner Chris Wong. ‪‪A separate team led by Hong Kong-based corporate partner Kay Ian Ng advised financial adviser China International Capital Corporation.

Freshfields Bruckhaus Deringer has also advised Criteria Caixa Corp on the US$331 million acquisition of a further stake in Bank of East Asia, increasing its total stake to 14.99 percent. The deal was led by Asia corporate head Robert Ashworth.

Finally, Freshfields Bruckhaus Deringer has advised Hutchison Telecommunications International on its proposed privatisation by Hutchison Whampoa by way of a scheme of arrangement. The team was lead by partner Robert Ashworth and US partner Calvin Lai.

JSM has acted for ICBC International on a US$50 million bridging loan facility by its associate company to West China Cement Limited (WCCL), the UK AIM-listed cement producer and distributor, to finance its warrant redemption and general working capital requirements. WCCL has announced its intention to list on the Main Board of the HKSE. The firm’s team was led by Allan Yu in Hong Kong and Kate Ball-Dodd in London.

Mallesons has advised GE on its cooperation and proposed establishment of a 50:50 joint venture with China Southern Railways to manufacture locomotive engine parts and power assemblies. The Evolution Series locomotive diesel engines manufactured by GE are the most fuel efficient and low emission diesel engines to date, and the joint venture is a significant opportunity for locomotive modernization in China through advanced fuel-saving and emissions-reducing technologies. Partner Stuart Valentine led the firm’s advisory team

Maples and Calder has advised China-based, HKSE-listed Tingyi (Cayman Islands) Holding Corp in its listing of 380 million Taiwan Depository Receipts – held by Tsin Hsin, a majority shareholder in the company – on the Taiwan Stock Exchange. Trading commenced on 16 December 2009. Joint managing partner Christine Chang led the firm’s advisory team. Jones Day acted as the company’s Taiwanese counsel.

Mayer Brown (which is in association with JSM in Asia) has advised Beijing Automotive Industry Holding Co Ltd (BAIC) in respect of an asset deal with Saab in which BAIC acquired certain intellectual property rights, technology and equipment related to Saab’s 9-3 and 9-5 platforms for incorporation into BAIC’s own-branded vehicles. The team was led by partner Mark Uhrynuk, with Hong Kong-based partner Jeckle Chiu also involved.

Nishith Desai Associates has advised Citigroup Global Markets India Private Limited, Kotak Mahindra Capital Company Limited and UBS Securities India Private Limited – as book running lead managers – in respect of raising approximately INR 1.58 billion (US$34.8m) for Sunteck Realty Limited, a listed company primarily involved in the development of real estate projects in the Mumbai Metropolitan Region. The raising was undertaken through an issuance of equity shares to qualified institutional buyers through the qualified institutions placement route.

Nishith Desai Associates has also advised on the amalgamation, approved by the Bombay High Court last November 2009, of Elcome Surveys Private Limited (Elcome) and Fugro Survey (India) Private Limited (Fugro) in accordance with the provisions of sections 391 of 394 of India’s Companies Act, 1956. Both Fugro and Elcome are engaged in the business of performing oceanographic, topographical and geophysical surveys, and a synergy in terms of operations, business and ease of administration is envisaged as a result of the amalgamation.

Orrick, Herrington & Sutcliffe LLP has advised Shengli Oil & Gas Pipe Holdings Limited, one of the largest oil and gas line pipe manufacturers in the PRC, on its HK$1.58 billion (US$204m) initial public offering on 18 December 2009 on the Main Board of the Hong Kong Stock Exchange, including a global placement under Rule 144A/Regulation S. Edwin Luk, head of the firm’s Asia Corporate Group, and corporate partner Mark Lee led the firm’s advisory team.

Orrick, Herrington & Sutcliffe LLP has also advised One Equity Partners, the global private equity investment arm of JP Morgan Chase & Co, in the purchase by its wholly-owned affiliate, OEP CHME Holdings LLC, of a US$69.6 million equity investment controlling stake in China Medicine Corporation. The investment in China Medicine, a developer and leading distributor of prescription and over-the-counter pharmaceuticals, traditional Chinese medicines and nutritional and dietary supplements, will be used to finance acquisitions and capital expenditures and for working capital. The firm’s advisory team was led by partners Mark Lee and David Cho.

Stamford Law Corporation is advising Indigo Singapore Partners LP and Ryanasia Limited, which are substantial shareholders of Tiger Airways Holdings Limited (Tiger), in the proposed IPO of Tiger to raise up to S$256.67 million (US$182.6 m). The two companies are acting as the vendor and grantor of the over-allotment option of the IPO, which will result in the second airline listed on the Singapore Exchange after Singapore Airlines. The budget carrier intends to raise funds for its expansion in Australia and the purchase of new planes. Directors Ng Joo Khin and Soh Chun Bin lead the firm’s advisory team.

In addition, Stamford Law Corporation has acted for Singapore Exchange Mainboard-listed MAP Technology Holdings Limited in its successful application to the GreTai Securities Market of Taiwan (GTSM) and Taiwan Central Bank for the offering and listing of Taiwan Depository Receipts. The depository receipts represent an aggregate of up to 228 million shares of the company on the GTSM. The deal was led by Director Ng Joo Khin.

Stephenson Harwood has advised AirAsia X (AAX) in respect of meeting its obligations under the EU emissions trading system (EU-ETS) which requires all aircraft flying in and out of Europe to reduce their CO2 emissions starting 2012. The team’s advice allowed AAX to submit its monitoring and emission plans to the UK, thereby meeting its obligations under the EU-ETS and qualifying for its share of free allowances, which could amount to millions of deals each year. The firm’s Global Head of Aviation, Paul Ng, led the advisory team.

Watson, Farley & Williams LLP has acted for the Bank of Nova Scotia Asia Limited and its syndicate of lenders, who recently made available a senior and junior post delivery loan facility to a single purpose company established under the Korea Development Bank Shipping Program (the KDBS program), in relation to financing the acquisition of a 180,000 dwt capesize dry bulk carrier. This is the first Korean financing transaction effected under the KDBS program. The firm’s team was led by partner Madeline Leong.

In addition, Watson, Farley & Williams LLP has acted for The Bank of China Limited which made available certain post delivery loan facilities of up to an aggregate of approximately US$150 million to subsidiaries of the Schulte Group, for financing the acquisition of 9 chemical tanker newbuildings. The firm’s advisory team was led by partner Madeline Leong.

Finally, Watson, Farley & Williams LLP has represented Global Process Systems Inc and one of its subsidiaries in respect of a claim against their marine insurers, Syarikat Takaful Malaysia Berhad, arising from damage to a drilling rig in transit in 2005. The Commercial Court ruled in favour of the insurer but the Court of Appeal overturned the decision in favour of the insured, leading them to subsequently succeed in their substantial indemnity claim under their cargo policy with the respondent insurers. The firm’s team was led by Jon Ray.

White & Case LLP has advised Secured Capital Japan Co Ltd, Japan’s leading real estate investment and asset management business, on its purchase of the office portion of the 32-story Pacific Century Place in Tokyo. The Nikkei Real Estate Market Report listed the purchase as Japan’s largest real estate transaction deal by value in 2009. Partner Tetsuya Morimoto led the firm’s advisory team, which included partners Gerald Fujii, Eric Roose and Yasuo Igarashi.

AZB & Partners has advised one of India’s oldest textile companies and leading industry players, Morarjee Textiles Limited, in respect of the issuance of more than 18 million fully paid equity shares to the existing equity shareholders. The issue, which opened on 30 September 2009 and was listed and traded on 29 October 2009, raised approximately Rs2,725.42 lakhs (US$59m). The firm’s advisory team was led by partner Vishnu Jerome.

AZB & Partners has also advised Citigroup Global Markets India Private Limited as the sole agent in the sale of 25.85 million shares of Reliance Industries Limited (RIL), held by the Petroleum Trust (which is a trust settled by Reliance Industrial Investments and Holdings Limited, a wholly-owned subsidiary of RIL). The sale, which was signed and completed on 4 January 2010, generated Rs2675 crores (US$580.5m) and was made in accordance with the screen-based trading platform and in compliance with the rules, regulations and by-laws of the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. The firm’s advisory team was led by partner Shuva Mandal.

In addition, AZB & Partners has advised UBS Securities India Private Limited (UBS), as the placing agent, in relation to the sale of 33 million shares of Reliance Industries Limited, again held by the Petroleum Trust, to purchasers identified by UBS, and others. The sale was completed on 11 January 2010. The firm’s advisory team was lead by partner Shuva Mandal. Davis Polk & Wardwell LLP advised the Petroleum Trust and Reliance Industrial Investment Holdings Limited.

AZB & Partners has also advised Inflexion Private Equity (acting through the investment vehicle Griffin Bidco Limited) in the global acquisition of the Griffin Travel Group, which is composed of Griffin Marine Travel Private Limited, GSC e-services Private Limited, and GTS e-services Private Limited. The acquisition was completed on 16 December 2009, thereby effecting an indirect change in shareholding of the acquired companies. The firm’s advisory team was led by partners Alka Nalavadi and Vivek Bajaj.

Baker & McKenzie has advised the world’s largest independent animal healthcare company, Virbac of France, on its proposed acquisition from Pfizer Inc of veterinary products, a manufacturing facility and related assets in Australia. The agreement, announced on 12 January 2010, is subject to the approval of the Australian Competition and Consumer Commission. In addition to the proposed acquisition, the firm also advised Virbac on extensive negotiations for manufacturing and supply arrangements and IP licensing with Pfizer, Wyeth, Fort Dodge, and other affiliates. The firm’s M&A partner Ben McLaughlin led the advisory team.

In addition, Baker & McKenzie has also advised global retail giant Metro AG and Media-Saturn, Europe’s leading consumer electronics retailer in which Metro AG has a majority shareholding, on a joint venture with Foxconn Technology Group (Foxconn). Under the joint venture, headquartered in Shanghai, Metro Group holds 75 percent of the shares and Foxconn the balance of 25 percent. The first Media Markt store is expected to open in Shanghai in 2010 with 100 more stores projected to open in China within the next five years. The firm’s advisory team was led by Shanghai-based partner Marco Marazzi.

Finally, Baker & McKenzie has advised Guangzhou-based commercial real estate developer and operator GT Land Holdings Limited on two hotel management agreements with Jumeirah Group (Jumeirah), the Dubai-based luxury hospitality company and a member of Dubai Holding. Under the agreement, Jumeirah has been appointed to manage the 250-room five-star Jumeirah Hangzhou hotel in the Yangtze River Delta tourism hub of Hangzhou, and the 200-room five-star Jumeirah Guangzhou hotel which will open in 2011 at the centre of New Pearl City Tian He District, Guangzhou’s premier and rapidly growing commercial city centre. The firm’s advisory team was led by real estate partner Ricky Yiu.

Freshfields Bruckhaus Deringer has advised GCL-Poly Energy Holdings Limited (GCL-Poly), one of the leading green energy suppliers in China, on its RMB 854.1 million (US$125m) acquisition of a 70.19 percent controlling stake in Konca Solar, a leading supplier of solar wafers in the PRC. The acquisition will allow GCL-Poly to expedite the expansion of its wafer business and ramp up its wafer production capacity. China managing partner Teresa Ko and Beijing partners Jack Wang (corporate) and Michael Han (antitrust) led the firm’s advisory team.

Gilbert + Tobin has advised eircom Holdings Limited (ERC) and Lend Lease Primelife Group (LLP) on their respective sales in two separate transactions, with corporate transactions partner Garry Besson leading the firm’s advisory teams in both transactions:
• 100 percent of the issued capital of ERC, whose principal asset is its 57.1 percent interest in Ireland’s incumbent telecommunications provider, eircom, was acquired by Emerald Communications (Cayman) SPC pursuant to an inter-conditional scheme of arrangement and equal reduction of capital.
• The sale of Australia Stock Exchange-listed LLP followed an offer by Lend Lease Corporation Limited to acquire all securities in LLP that it did not already own. The LLP transaction was approved by LLP security holders and the Supreme Court of New South Wales in December 2009.

Jones Day has advised Maju Investments (Mauritius) Pte Ltd (Maju), a wholly owned subsidiary of Temasek Holdings (Private) Limited, on its C$310 million (US$300m) subscription in convertible debentures issued by Canadian oil and gas company Niko Resources Ltd (Niko). The debentures mature in 3 years and carry a coupon rate of 5 percent per annum, with a conversion price of C$110.50 (US$106.60) per share. The issuance was used largely to finance Niko’s US$300 million acquisition of Black Gold Energy LLC (Black Gold), a partner in all of Niko’s Indonesian blocks. As part of the acquisition, the firm also advised Maju on the sale of its interest in Black Gold to Niko. The firm’s advisory team was led by energy partner Michael Arruda. Gowling Lafleur Henderson LLP advised Niko on the debentures issuance and acquisition.

KhattarWong has advised Swing Media Technology Group Limited (Swing Media), one of Hong Kong’s leading manufacturers and suppliers of data storage products and peripherals, in respect of its proposed placement of up to 100 million new ordinary shares in the company’s capital via its placement agent, DMG & Partners Securities Pte Ltd (DMG). DMG has agreed, on a best efforts basis, to procure subscribers for the placement shares at S$0.056 (US$0.04) per share which will rank equally with existing issued shares. The placement, which among other conditions is subject to shareholder approval, is estimated to raise net proceeds of S$5.3 million (US$3.79m), which will be utilised exclusively for Swing Media’s working capital requirements. Partner Lawrence Wong led the firm’s advisory team.

KhattarWong is also advising Ramba Energy Limited (Ramba), formerly known as RichLand Group Limited, in respect of its proposed placement of up to 35 million ordinary shares in the company’s capital via its joint placement agents, Kim Eng Securities Pte Ltd and DMG & Partners Securities Pte Ltd. The proposed placement comprises more than 28.47 million new ordinary shares and more than 6.5 million existing ordinary shares, representing all ordinary shares held by Ramba as treasury shares in accordance with section 76H of the Companies Act. The estimated net proceeds from the placement, amounting to S$17.8 million US$(12.73), will be utilised for the growth and expansion of Ramba’s business. Partner Lawrence Wong led the firm’s advisory team.

Khaitan & Co has advised the underwriters – JM Financial Consultants Private Limited, Kotak Mahindra Capital Company Limited, ICICI Securities Limited, IDFC-SSKI Limited, JP Morgan India Private Limited, SBI Capital Markets Limited, Morgan Stanley India Company Private Limited and IDBI Capital Market Services Limited – in respect of the initial public offering of JSW Energy Limited, which raised approximately US$584 million. The offer, initially made but withdrawn from the Securities and Exchange Board of India in July 2008 due to the recession, was revived in June 2009 when the economy showed signs of revival. The IPO successfully closed with listing on BSE and NSE on 4 January 2010.

In addition, Khaitan & Co has also advised Cox and Kings (India) Limited in relation to its initial public offering and offer for sale of almost 18.5 million equity shares with an aggregate value of INR6.1 billion (US$132.16m). The issue consisted of a fresh issue of equity shares by the company, and an offer for sale by minority shareholders Lehman Brothers Opportunity Limited, Deutsche Securities Mauritius Limited and Merrill Lynch Capital Markets Espana, SA, SV.

Finally, Khaitan & Co has advised Borelli Tea Holdings Ltd of the United Kingdom in relation to the acquisition of 100 percent of shares of Rwenzori Tea Investments Ltd (Rwenzori) – which holds 100 percent of shares of James Finlay (Uganda) Ltd (JFUL) – for approximately US$30 million. Of the total consideration, US$25 million was used for the purchase of shares of Rwenzori and US$5 million was used towards payment of the debt owed by JFUL to the vendor companies.

Kim & Chang has advised IMM Rosegold Private Equity Fund (IMM) in respect of the KRW 139.6 billion (US$122.65m) acquisition by Chiron Inc of a 17.03 percent share in Novelis Korea Co Ltd, the Korean subsidiary of worldwide aluminum manufacturer Novelis Inc. Chiron Inc, a special purpose company established by IMM and two other investors, purchased the Novelis Korea shares from Taihan Electric Wire Co Ltd (TEC). TEC endeavors to improve its liquidity through the divestiture of non-core businesses. Lead partner Do Young Kim led the firm’s private equity practice group in advising IMM.

K&L Gates LLP has advised Indonesia’s national airline PT Garuda Indonesia (Persero) (Garuda) on the restructuring and buyback of its Floating Rate Notes due 2007, of which US$115.7 million and IDR 146.51 billion (US$15.77m) are outstanding. As part of a consent solicitation, Garuda launched a tender offer for the notes in a reverse Dutch auction that will result in US$45 million of notes being repurchased at a weighted average price of 56 percent of its outstanding principal. The consent solicitation and buyback are scheduled to close on 21 January 2010, when a new trust deed constituting the notes is signed. Singapore partner Kevin Murphy, assisted by London partner Trevor Beadle, led the firm’s advisory team.

Latham & Watkins has advised China Life Insurance Company Limited (China Life), the PRC’s largest life insurance company, in respect of its further acquisition on 12 January 2010 of approximately 423 million existing shares representing 7.51 percent of the issued share capital of Hong Kong-listed Sino-Ocean Land Holdings Limited (Sino-Ocean Land). China Life completed a HK$5.82 billion (US$749.34m) subscription in December 2009 of 934 million new shares representing 16.57 percent of Sino-Ocean Land’s enlarged share capital. With its previous subscription, China Life has become the single largest shareholder with 24.08 percent stake in Sino-Ocean Land’s issued share capital. The firm’s advisory team was led by Hong Kong corporate partner Cathy Yeung and partners Michael Liu and Stanley Chow.

Pinsent Masons has advised the Philippine government owned and controlled corporation Power Sector Assets and Liabilities Management Corporation (PSALM) in respect of the bidding of the US$595.5 million Independent Power Producer Administrator (IPP Administrator) contracts, which also involved the bid out of three hydroelectric power plants last, 15 December 2009. Strategic Power Development Corporation submitted the highest bid of US$450 million for the 345MW San Roque multi-purpose hydroelectric plant, whilst Amlan Power Holdings Corporation’s US$145.5 million was the highest bid for the 70MW Bakun hydro and 30MW Benguet mini hydro power plants. The successful biddings and the next wave of IPPA biddings will expedite PSALM’s achievement of its legislative mandate to transfer the management and control of at least 70 percent of the total energy output of the IPP power plants under PSALM contract to IPP Administrators. The firm’s advisory team was led by partner John Yeap.

Pinsent Masons has also advised a consortium of Chinese investors, led by PRC owned and controlled Baiyin Non-Ferrous Group Co Ltd and CITIC Construction Co Ltd, on their conditional equity investment of approximately US$185 million in Oxus Gold plc (Oxus), the only publicly listed gold mining company in London’s Alternative Investment Market with primary operations inside the Republic of Uzbekistan. Under the terms of the financing, the investors will make an investment of approximately US$85 million by way of the issue of new ordinary shares in the company and convertible loan notes. In addition, the investors will be granted warrants to subscribe for new ordinary shares in the company exercisable within five years of admission for approximately US$20 million, in return for an undertaking to arrange a further minimum of $80 million in project finance. The funds will be used to provide working capital to Oxus and to finance and develop its 50 percent owned Amantaytau Goldfields joint venture in Uzbekistan. The firm’s advisory team was led by corporate partners Jon Harris and Sean Page.

Shearman & Sterling is advising global cosmetics company Shiseido Co Ltd in its planned acquisition of leading US-based cosmetics company Bare Escentuals Inc, in a deal valued at approximately US$1.7 billion in cash. Through a US subsidiary, Shiseido will make an offer to purchase all outstanding shares of Bare Escentuals’ common stock for US$18.20 per share, which represents a 40.8 percent premium to Bare Escentuals’ average closing stock price over the last three-month period ended January 13, 2010. Shiseido intends to acquire the remaining outstanding shares of Bare Escentuals’ common stock through a second-step merger once the tender offer and its conditions are completed. Partners Peter Lyons (New York), Ken Lebrun (Tokyo), John Cannon (New York) and Laurence Crouch (Menlo Park) led the firm’s advisory team.

White & Case LLP has advised Toyota affiliate and major Japanese bearing manufacturer JTEKT Corporation on its acquisition of the global needle roller bearing business of The Timken Company, a leading global bearing and components manufacturer based in the United States and with operations in 18 countries. The acquisition by JTEKT, a publicly traded company listed on the Tokyo Stock Exchange, was valued at approximately US$300 million after an adjustment in the value of net retained assets. Brian Strawn led the firm’s global advisory team. He was assisted in Tokyo by partners Yuji Ogiwara and Michael Shikuma.

WongPartnership LLP has advised Citigroup Global Markets Singapore Pte Ltd and Morgan Stanley Asia (Singapore) Pte, as joint issue managers and joint underwriters, in the initial public offering of Tiger Airways Holdings Limited (Tiger). This IPO, which is the biggest since the listing of CapitaMalls Asia Limited, will raise approximately S$248 million (US$177.68m) for Tiger and the IPO vendor. The firm has also advised DBS Bank Ltd as joint lead manager and coordinator of the IPO in Singapore. Partners Raymond Tong and Karen Yeoh led the firm’s advisory team.

WongPartnership LLP has also advised the Singapore Medical Council (SMC) in respect of charges against general practitioner Dr Zubin Medora for misrepresenting himself as a trained plastic surgeon. SMC, after proving the charges against Dr Medora, censured him and fined him S$10,000 (US$7,165). The firm’s advisory team was led by deputy managing partner Tan Chee Meng and Senior Counsel and partner Josephine Choo. The firm has also advised SMC on two charges of professional misconduct against hand surgeon Dr Jonathan Lee Yi Liang, who practised at True ‘Est in Ngee Ann City, Singapore. Partners Melanie Ho and Chang Man Phing led the firm’s advisory team in the charges against Dr Liang.

In addition, WongPartnership LLP has advised YA Global Master SPV Ltd, a Cayman Islands company managed by Yorkville Advisors LLC, in respect of the provision of equity line financing of up to S$10 million (US$7.16m) to Swing Media Technology Group Limited, and S$72 million (US$51.58m) to Transcu Group Limited, both of which are listed on the Singapore Exchange Securities Trading Limited. Partners Rachel Eng and Colin Ong led the firm’s advisory team.

Further, WongPartnership LLP has acted for Novena Holdings Limited in its acquisition of all the ordinary shares, representing the entire issued and paid-up share capital, of Viking Airtech Pte Ltd from Viking Engineering Pte Ltd, Liu Guang, Ong Choo Guan and Johansson Bo Robert. The acquisition will be satisfied partly by cash and partly by the issue and allotment of new shares in the acquired company. Partners Chan Sing Yee and Tan Sue-Lynn led the firm’s advisory team.

Finally, WongPartnership LLP has advised Q and M Dental Group (Singapore) Limited in the sale and purchase of 100 percent of the issued and paid-up share capital of Dental Implant Surgical Centre Limited from Dr Chow Kwok Fai, Dr Hui Edward, Dr Lee Kin Man and Dr Li Kin Shing. Partners Vivien Yui and Tan Sue-Lynn led the firm’s advisory team.

Allen & Gledhill LLP is also advising Temasek Holdings (Private) Limited (Temasek) and Temasek Financial (I) Limited (Temasek Financial) in connection with the latter having completed an offering of US$1.5 billion 4.3 percent Guaranteed Notes due 2019 under its US$5 billion Guaranteed Global Medium Term Note Program (the Program). The notes are unconditionally and irrevocably guaranteed by Temasek, which is rated AAA by Standard & Poor’s and Aaa by Moody’s Investors Service. Partners Yeo Wico, Andrew Chan, Sunit Chhabra and Glenn Foo are advising both Temasek and Temasek Financial, whilst Davis Polk & Wardwell LLP has advised the joint lead managers – Deutsche Bank AG, Singapore Branch, Goldman Sachs (Singapore) Pte and Morgan Stanley Asia (Singapore) Pte – in connection with the Rule 144A and Reg S offering. The firm’s team included Hong Kong-based partners William F. Barron and James C. Lin.

Allen & Overy has advised on the Government of Dubai’s inaugural sukuk issue, which has been heralded the largest sovereign sukuk ever. The sukuk was issued in two tranches with an aggregate face amount of approximately US$2 billion under a newly established US$2.5 billion Trust Certificate Issuance Programme (the Programme). The two tranches consisted of US$1.25 billion 6.396 percent Trust Certificates due 2014 and AED2.5 billion Floating Rate Trust Certificates due 2014. In addition to advising Dubai Islamic Bank, Mitsubishi UFJ Securities International plc, Standard Chartered Bank and UBS Limited as arrangers on the Programme, the firm also advised Mitsubishi UFJ Securities International plc, Standard Chartered Bank and UBS Limited as arrangers on the Government of Dubai’s US$4 billion EMTN Programme. Both programmes are listed on the LSX and the Dubai Financial Market. The firm also advised National Bank of Abu Dhabi as the joint bookrunner and joint lead manager of the AED denominated tranche. Dubai-based capital markets partner Anzal Mohammed led the firm’s team in advising the arrangers and dealers on the programmes, whilst partner Morgan Krone led the team advising Deutsche Trustee Company Limited as the delegate on the Programme.

Baker & McKenzie has advised Australian mining company Centamin Egypt Limited (CEL), the first foreign company to have developed a modern large-scale gold mine in Egypt, on its primary listing and the admission of its entire issued ordinary share capital to the Main Market of the London Stock Exchange plc (LSE). This is only the second time an Australian company has been admitted with a primary listing on the Main Market of the LSE. CEL has a market capitalisation of more than £1.3 billion (approx US$2.1b) and will be seeking inclusion in the FTSE 250 Index. Sydney-based partner Frank Castiglia and London-based partner Robert Adam led the firm’s advisory team, with Castiglia commenting, “The LSE represents an attractive market for listing of Australian exploration or mining companies with projects outside Australia, as investors in that market often are better able to understand and value such companies.” Investec Bank (IB) and Ambrian Partners acted as joint financial advisers, with IB also acting as sponsor. Both were advised by DLA Piper.

Cleary Gottlieb is advising China Investment Corporation (CIC) in connection with its investment in AES Corporation (AES) and a related wind generation joint venture. The investment, made through a wholly-owned subsidiary, was valued at US$1.58 billion. Under the terms of the transaction, CIC is set to acquire 125.5 million shares of AES stock (representing approximately 15 percent equity interest in the company) and will nominate one director to the AES board. CIC has also signed a letter of intent to invest an additional US$571 million for an approximate 35 percent interest in the wind generation business of AES. The firm’s team includes Beijing-based partner Filip Moerman and New York-based partners Richard Lincer and Paul Shim.

Clifford Chance has advised CLSA and Macquarie as joint global coordinators, along with other book runners PT Danareksa Sekuritas and PT Bahana Securities, on the placement of 38 percent of PT Delta Dunia Makmur Tbk (Delta), a sale that raised US$383 million for the selling shareholder. Jakarta-listed Delta recently completed the acquisition of major Indonesian mining services company PT Bukit Makmur Mandiri Utama Tbk (Buma), with the firm also having advised on a high yield bond and financing package for that transaction. Hong Kong-based partner Alex Lloyd, who led the firm’s team in advising, commented, “The placement represents the last stage of a complex transaction which, now completed, gives Delta and its shareholders access to one of Indonesia’s most important natural resources companies.”

Clifford Chance has also advised the joint book runners and lead managers Barclays Capital, Deutsche Bank and ING on a high yield debt issue and loan financing package for PT Bukit Makmur Mandiri Utama (Buma), a major service provider to coal miners and producers across Indonesia. As noted above, Buma was recently acquired by PT Delta Dunia Petroindo Tbk (Delta). The financing comprised: (i) a senior loan of US$285 million arranged by Barclays Capital, The Bank of Tokyo-Mitsubishi UFJ, Ltd, Deutsche Bank AG, Singapore Branch, ING Bank NV, Macquarie Bank Limited, Sumitomo Mitsui Banking Corporation and funds managed by Farallon Capital Management and Noonday Asset Management; and (ii) the issue of $315 million 11.75 percent Guaranteed Senior Secured Notes due 2014 by a finance subsidiary of Buma. Hong Kong-based partner Alex Lloyd led the team advising the banks on the high yield debt issue, whilst Singapore-based partner Andrew Brereton led the team advising the lenders on the loan transaction and the common security package.

Davis Polk & Wardwell LLP has advised Goldman Sachs International, The Hong Kong and Shanghai Banking Corporation Limited, JP Morgan Securities Ltd and The Royal Bank of Scotland plc, as the initial purchasers, in connection with the Rule 144A/Reg S global offering by Noble Group Limited, a global supply chain manager with a network of 100 offices in more than 45 countries. The global offering comprised US$850 million aggregate principal amount of 6.75 percent senior notes due 2020. The firm’s advisory team included Hong Kong-based partner William F. Barron and Tokyo-based partner Eugene C. Gregor.

Fried, Frank, Harris, Shriver & Jacobson has represented Stone Group Holdings Limited (Stone Group), which is principally engaged in the manufacturing, distribution and sale of healthcare products, electronic and electrical products, office equipment and provision of related services and media-related business, in relation to its privatisation by way of a scheme of arrangement and withdrawal of listing from the main board of the Hong Kong Stock Exchange. The total consideration under the privatisation proposal was approximately US$71 million. The firm also advised Stone Group on the financing aspects, including loan funding and exchange of convertible notes. Macquarie Capital (Hong Kong) Limited acted as the financial adviser and Anglo Chinese Corporate Finance Limited (Anglo) was the independent financial adviser to the privatisation, which was successfully completed notwithstanding negative recommendations by Anglo and the independent board committee. Partner Victoria Lloyd led the firm’s team.

Khaitan & Co has advised The Blackstone Group, one of the world’s leading investment and advisory firms, in connection with its investment in Gateway Rail Freight Limited (Gateway Rail), a subsidiary of Indian-listed Gateway Distriparks Limited. Gateway Rail has emerged as the largest private Container Train and ICD Operator ever since the Indian railway sector was deregulated. Parties to the transaction signed the agreement for the investment in New Delhi on 9th November 2009.

LS Horizon Limited has advised CPN Retail Growth Leasehold Property Fund (CPNRF), the first Retail Thai REIT, in respect of its second fund raising which was undertaken through the offering to investors of investment units worth approximately 4.8 billion Thai baht (approx US$144.2m), and through its borrowing of 1 billion Thai baht (approx US$30m) from The Siam Commercial Bank Public Company. The proceeds from this fundraising were used mainly to invest in a shopping complex and office buildings. Listed on the Stock Exchange of Thailand and managed by SCB Asset Management, CPNRF’s market capitalisation has expanded to approximately 15 billion Thai baht (approx US$450.6).

Kim & Chang has acted as Korean counsel to the Nokia Corporation in respect of Accenture having acquired the IT consulting business relating to the Symbian and Series 60 professional services of the Nokia Corporation in various jurisdictions on 15th October 2009, including South Korea, the UK, the US, Sweden, Scotland, Japan, Finland and Australia. The firm’s team was led by H.H. Eun and Mark Cho.

Kim & Chang has also acted as Korean counsel to General Motors Company (GM) in connection with its acquisition of the global steering business of Delphi Corporation (Delphi). As a part of GM’s global acquisition, its indirect subsidiary Automotive Steering Korea Limited (ASK) successfully acquired all assets and liabilities related to the steering business in Korea from Delphi Korea LLC (Delphi Korea), which is an indirect subsidiary of Delphi. Under the terms of the business transfer, all the assets, supplier contracts and employees relating to the steering business under Delphi Korea have been transferred to ASK. D.Y. Kim and K.H. Chun were key partners to the transaction.

Latham & Watkins has represented The Ming An (Holdings) Company Limited (MAH), a leading general insurance company in Hong Kong, in connection with its privatisation by way of a scheme of arrangement by China Taiping Insurance Holdings Company Limited (formerly known as China Insurance International Holdings Company Limited) (CTIH), and the subsequent withdrawal of listing of its shares from the Hong Kong Stock Exchange. The privatisation involved two share purchase transactions: firstly, the acquisition by CTIH of 47.8 percent of the issued shared capital of MAH from China Taiping Insurance Group (HK) Company Limited (formerly known as China Insurance HK (Holdings) Co Ltd) in May 2009, and secondly, the acquisition of approximately 48.66 percent of the issued shared capital of MAH from the remaining MAH shareholders by way of a scheme of arrangement in August 2009. The two acquisitions were valued together at more than HK$3.67 billion (approx US$473.5m). Hong Kong-based partners Stanley Chow and William Woo led the firm’s advisory team.

Mallesons Stephen Jaques has advised on two recent takeover offers, with both transactions having been led by the firm’s co-head of M&A, partner Stephen Minns:
• The firm has acted for AXA Asia Pacific Holdings (AXA APH) in relation to the takeover proposal from AMP Limited (AMP) and AXA SA, the largest shareholder in AXA APH. Under the proposal, AMP would acquire all of the shares in AXA APH, including those held by AXA SA, and the Asian operations of AXA APH would be sold to AXA SA. The proposal has been described as ‘inadequate’ by a committee of independent directors, following a review with its advisors.
• The firm has also advised toll-road operator and owner group Transurban on a proposed takeover by two of the biggest pension plans in Canada – the Canada Pension Plan and the Ontario Teachers’ Pension Plan. If implemented, the takeover would involve a change of control of the Transurban Group through a scheme of arrangement. Following a review, the incomplete, highly conditional and non-binding joint proposal from the pension plans has been rejected by the Board of Transurban on its current terms.

Maples and Calder has acted as Cayman Islands counsel to Hong Kong-based Senrigan Capital Management Limited in connection with the establishment of its first event-driven hedge fund. Senrigan Master Fund will invest in securities of companies that are either established in, listed in, or that have a substantial portion of their operations in Hong Kong, Japan, Singapore or Australia, amongst others. The fund employs a master-feeder structure and will be the largest start-up hedge fund to focus on Asia since the launch of Broad Peak Investment Advisers in May of 2007. The firm’s advisory team was led by Anthony Webster.

Maples and Calder has also acted as Cayman Islands counsel to New World China Land Limited (New World), a Cayman Islands company principally engaged in property development and property-related investments, in connection with its issue of around 2 million rights shares. New World’s shares are listed on the Hong Kong Stock Exchange and the rights issue, which has been underwritten by HSBC and BOCI Asia Limited, is anticipated to raise between HK$4.893 billion (approx US$631.3m) and HK$5.33 billion (approx US$687.7m). The firm’s advisory team was led by Christine Chang, whilst Eversheds acted as onshore counsel to the company. Norton Rose has acted for the underwriters.

In addition, Maples and Calder has acted as Cayman Islands and BVI counsel to Evergrande Real Estate Group Limited (Evergrande), one of the largest developers of quality residential property projects and a leader in adopting a standardised operational model to manage various projects across China, in connection with its recent global offering which raised approximately HK$5.65 billion (approx US$729m). The offering, which was comprised of an international offering of shares by Evergrande and certain shareholders, and an IPO on the Hong Kong Stock Exchange, was jointly sponsored by Merrill Lynch Far East Limited and Goldman Sachs (Asia) LLC. Funds raised will be used primarily to pay outstanding land premiums, to finance existing projects, and to repay a portion of existing borrowings, with the balance being available for general capital purposes. Partner Anne Walker led the firm’s team. Sidley Austin advised Evergrande as to Hong Kong and US law, whilst Commerce & Finance Law Offices advised on PRC law. The underwriters were represented by Freshfields Bruckhaus Deringer (as to Hong Kong and US law) and King & Wood (as to PRC law).

Minter Ellison has advised CSR Limited (CSR) in respect of its buyout of Mackay Sugar Co-operative’s (Mackay) interest in two joint ventures – Sugar Australia and New Zealand Sugar – which are the major suppliers of refined sugar in Australia and New Zealand respectively, and which also supply refined sugar export markets in the Asia Pacific region. Prior to the buyout, Mackay has held a 25 percent stake in the sugar refining businesses, whilst CSR had held the remaining 75 percent stake. Under the payment terms, Mackay will receive a 8.77 percent stake in CSR Sugar Pty Limited which is proposed to be demerged from CSR in the first quarter of 2010. The acquisition was led by Sydney M&A partners James Philips and Paul Wentworth,whilst specialist assistance was received from Brisbane-based real estate partner Gail Tarditi, amongst others. McCullough Robertson acted for Mackay.

Minter Ellison has also acted for an international forestry investment fund in connection with its acquisition of the forestry assets of the Timbercorp group of companies (in liquidation), which include prime blue gum plantations (approximately 100 million trees) located in Western Australia and the Green Triangle region of Victoria and South Australia. The deal was valued at approximately A$345 million (approx US$322.6m). The purchaser, which will trade as Australian Bluegum Plantations Pty Limited, is managed by US-based international forestry plantation investment manager Global Forest Partners LP. Sydney-based partner Callen O’Brien led the firm’s advisory team, which included partners Virginia Briggs and Ralph Ayling who advised on property and finance issues respectively. The liquidator, KordaMentha, was represented by Corrs Chambers Westgarth and Arnold Bloch Leibler.

Rajah & Tann LLP has acted for Express Bus Agencies Association (EBAA), Lapan Lapan Travel Pte Ltd, WTS Travel & Tours Pte Ltd and Luxury Tours & Travel Pte Ltd in connection with the first price fixing cartel investigation decision issued by the Competition Commission of Singapore (CCS). The matter subject to decision concerned whether express bus companies and a trade association (EBAA) in Singapore were involved in price fixing. The CCS issued a decision on 3rd November 2009, under which an aggregate fine of almost S$1.7 million (approx US$1.2m) was imposed on the 16 bus companies and EBAA, the largest fine imposed by the CCS to date since the coming into force of the substantive provisions of the Competition Act on 1 January 2006. Only the parties represented by the firm had the fines imposed on them reduced from between 25 and 75 percent. Partners Kala Anandarajah and Dominique Lombardi led the firm’s team in advising.

Rodyk is acting for Golden Cape Investment, a wholly owned subsidiary of developer Tuan Sing Holdings, in relation to the sale of Katong Mall to Perennial Katong Retail Trust, a private property trust comprising a consortium of corporate and institutional investors. The sale of the retail shopping mall is expected to be completed by the end of January 2010 for a sale price of S$247.55 million (approx US$178.5m), and has been reported as one of the largest investment sale transactions in Singapore this year. Partner Lee Liat Yeang is leading the deal, assisted by partner Low Boon Yean.

Skadden, Arps, Slate, Meagher & Flom has advised leading property developer Yuzhou Properties Company Limited, a company based in China’s Fujian province, in connection with its initial public offering and listing on the Hong Kong Stock Exchange. The offering is valued at approximately US$209 million. Morgan Stanley led the R144/Reg S global offering.

Skadden, Arps, Slate, Meagher & Flom has also advised Morgan Stanley, as the sole global coordinator, bookrunner and sponsor, in relation to the initial public offering and listing on the Hong Kong Stock Exchange by Greens Holdings Ltd, a century-old business in the UK which migrated to China and which is one of the leading suppliers of heat transfer products designed to enhance energy efficiency. The offering was valued at approximately US$62.7 million. Beijing-based partner Jon Christianson and Hong Kong-based partner Dominic Tsun led the firm’s advisory team.

Stamford Law Corporation is advising SGX-listed Oceanus Group Limited (Oceanus), a PRC-based marine aquaculture specialist engaged in the production and sale of premium quality Japanese abalone, in connection with its application to the Taiwan Stock Exchange (TSE) and the Taiwan Central Bank for the offering and listing of Taiwan Depository Receipts (TDR) on the TSE. The TDRs, representing up to 200 million company shares, will comprise 100 million new shares to be issued by Oceanus and 100 million vendor shares. The move comes in the wake of growing interest from SGX-listed companies to tap funds in the TSE. Director Yap Lian Seng led the team.

Stamford Law Corporation has also acted for Oceanus Group Limited (Oceanus) in respect of the company having recently secured an aggregate of S$73.5 million (US$41.2m) by way of investment from two private equity firms – Hupomone Capital Partners Singapore Pte Ltd and Ocean Wonder International Limited (OWIL), a wholly-owned subsidiary of AIF Capital Asia III LP – as well as certain strategic investors. The investments comprise a grant of cash term loans and the issuance of warrants by the company. On 5th November, OWIL and several of the strategic investors exercised their right to convert 90 million warrants for 90 million shares in the company, thereby extinguishing S$13.5 million (US$9m) of loans granted to Oceanus. The conversion is also in anticipation of the investors’ participation in Oceanus’ expected listing of TDRs on the TSE. Director Yap Lian Seng also led this transaction.

In addition, Stamford Law Corporation has acted for the vendors in the proposed S$44 million (US$31.6m) acquisition of Viking Airtech Pte Ltd (Viking Airtech) by SGX-Catalist listed Novena Holdings Limited (Novena). Viking Airtech offers design, engineering, project management and commissioning of heating, ventilation and air-conditioning and refrigeration systems for the marine and offshore industries. According to Novena, this strategic acquisition will enable it to enter the offshore and marine sector, which it perceives as a long-term growth area. The acquisition will be paid for in cash and by the allotment and issuance of new ordinary shares in Novena. Director Bernard Lui led the transaction.

Vinson & Elkins LLP has represented Chinese state-owned steel company Capital Iron & Steel Company (Shougang) and its joint venture company, BeijingWest Industries Co Ltd (BWI), in connection with BWI’s acquisition of Delphi Corporation’s (Delphi) global suspension and brakes business, which comprises approximately 3,000 employees and business units in the US, Poland, France, Britain, Mexico and China. US-based Delphi is the former automobile parts subsidiary of General Motors and has been under Chapter 11 bankruptcy protection since 2005. Under the terms of the sale and purchase agreement, BWI has acquired machinery and equipment, IP and certain real property, with the total value of the transaction close to US$90 million. Xiao Yong and Paul Deemer, co-managing partners of the firm’s Beijing and Shanghai offices, led the advisory team with support from several US-based partners who advised on US trade regulation, antitrust and US bankruptcy matters.

Watson, Farley & Williams LLP has advised three separate Singapore-based partnerships (the partnerships), which are owned by German KG funds sponsored by Buss Capital GmbH & Co KG of Hamburg in Germany, in respect of the restructuring of their container and lease portfolios and US$1.2 billion of related debt financing to allow the partnerships to take advantage of Singapore’s Approved Container Investment Enterprise scheme. The scheme provides container owners with concessionary tax rates on container leasing and management activities. The firm’s team was led by corporate partner Damian Adams.

WongPartnership LLP has acted for China Investment Corporation (CIC), the PRC sovereign wealth fund and the world’s biggest buyer of commodities, in relation to its acquisition of a 14.91 percent stake in Noble Group Limited (Noble). The acquisition, by way of subscription of 438 million newly issued shares in Noble and the purchase of 135 million shares in Noble from Noble Temple Trading Inc, was valued at a total consideration of approximately US$858 million. Managing partner Dilhan Pillay Sandrasegara, and partners Gerry Gan, Linda Wee and Miao Miao advised on the transaction.

WongPartnership LLP has also acted for Olam International Limited (Olam) in connection with its issue of US$500 million in aggregate principal amount of 6 percent convertible bonds due 2016. The issuance comprises US$400 million of firm convertible bonds, and US$100 million of optional convertible bonds issued pursuant to an upsize option granted to the joint lead managers, which was exercised in full and placed to Breedens Investments Pte Ltd, an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited and a substantial shareholder of Olam. JP Morgan (SEA) Limited and Standard Chartered Bank acted as joint lead managers for the offering. Partners Rachel Eng, Tan Kay Kheng and Colin Ong led the transaction.

In addition, WongPartnership LLP has acted for International Business Machines Corporation in relation to its acquisition of certain assets of RedPill Solutions, a Singapore-based specialist customer management services firm. Partners Ng Eng Leng and Tay Liam Kheng led the transaction.

Finally, WongPartnership LLP has acted for United Overseas Bank Limited in connection with the tender sale of a commercial unit at Thomson Imperial Court, a freehold 4-storey building comprising residential and commercial units in Singapore. Partner Cornelia Fong advised on the transaction.

Yulchon has represented Eugene Corporation in relation to its issuance of redeemable convertible preferred shares to Standard Chartered First Bank Korea Limited and Woori Investment & Securities Co Ltd for approximately US$38.8 million. By issuing redeemable convertible preferred shares to well-known financial institutional investors, Eugene Corporation was able to enhance its financial stability and soundness, and secure its operation funds to strengthen its business capability. The firm’s advisory team was led by Sung Wook Eun.

Allen & Gledhill LLP has advised Deutsche Bank Securities Inc, Barclays Capital Inc, Morgan Stanley & Co Incorporated and Citigroup Global Markets Inc (as representatives of the underwriters) in relation to the IPO recently launched by Avago Technologies Limited on the Nasdaq Global Select Market. Raising gross proceeds of approximately US$745 million, the offering was the second largest IPO in the United States in 2009 at the time of listing. Partners Au Huey Ling, Sharon Wee, Rhys Goh, Sophie Lim and Lim Pek Bur advised.

Allens Arthur Robinson has advised the GPT Group, one of Australia’s largest diversified listed property groups, in respect of its acquisition of additional interests in Highpoint Shopping Centre and Homemaker City in Victoria. The transactions, valued at more than A$200 million (approx US$180.7m), involved GPT acquiring an additional 16.67 percent share in the properties. Sydney-based partners Nicholas Cowie and Tony Sheehan led the firm’s team, with Australian firms Freehills and Arnold Bloch Leibler advising other parties to the transaction.

Allens Arthur Robinson has also acted for the GPT Group in connection with the sale of the Four Points by Sheraton Hotel in Sydney, to a private offshore investor. The deal, which was valued at A$185 million (approx US$167.1m), is a significant part of GPT’s non-core asset sale program and proceeds will go towards reducing the company’s debt. Partner Nicholas Cowie again advised. Baker & Mckenzie and Freehills were also involved.

AZB & Partners has acted for The Tata Power Company Limited in respect of its entry into an exclusive partnership with SN Power to jointly develop hydro-power projects in India and Nepal. The JV partners aim to have 2,000 MW under construction or in operation by 2015, and a total of 4,000 MW by 2020. The JV partners will also establish a jointly-owned services company in India. Partners Bahram N Vakil and Vishnu Jerome led the firm’s advisory team.

AZB & Partners has also acted as domestic counsel for Larsen & Toubro Limited in respect of its Qualified Institutional Placement of over 11.2 million equity shares under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. Partner Shameek Chaudhuri led the firm’s team in advising, whilst Amarchand & Mangaldas & Suresh A. Shroff acted as international legal counsel to lead manager Citigroup Global Markets Limited.

AZB & Partners has again acted for Larsen & Toubro Limited, this time in relation to its offering of US$200 million 3.5 percent convertible bonds due 2014, which are convertible into ordinary shares. Partner Shameek Chaudhuri again advised.

In addition, AZB & Partners has advised Jai Balaji Industries Limited in relation to the company’s recent qualified institutional placement. Macquarie Capital Advisers (India) Private Limited, Motilal Oswal Investment Advisors (P) Limited and Centrum Capital Limited acted as lead managers for the issue. Partners Shameek Chaudhuri and Srinath Dasari advised on the transaction. Khaitan & Co and Jones Day acted as domestic and international legal advisors to the lead managers respectively.

Finally, AZB & Partners has advised Barclays Capital, as dealer manager, in relation to the offering of US$98,750,000 5 percent convertible bonds due 2012 by Subex Limited, which are convertible into ordinary shares. The bond offering was undertaken as a part of the restructuring of FCCBs earlier issued by Subex Limited in 2007. Partner Shameek Chaudhuri led the transaction, whilst Clifford Chance acted as International legal counsel to Barclays Capital. Amarchand & Mangaldas & Suresh A. Shroff & Co advised Subex Limited.

Baker & McKenzie has advised Australian-based Carbon Conscious (CC), which produces carbon credits through planting eucalyptus trees, in respect of negotiations with BP for the use of carbon credits to offset BP’s emissions. A contract for CC to plant 10 million trees was signed on 14 October, with BP able to use the credits for compliance under a future Australian carbon pollution reductions scheme (CPRS). Partners Howard Fraser and Martijn Wilder, who is the global head of the firm’s climate change practice, worked on the deal.

Baker & McKenzie.Wong & Leow has advised Deutsche Bank AG, Singapore Branch (DB) in connection with the proposed S$5.6 billion (US$4b) acquisition of Chartered Semiconductor Manufacturing Ltd (Chartered) by ATIC International Investment Company LLC (ATIC), by way of a scheme of arrangement under Singapore’s Companies Act. DB has been appointed as independent financial adviser to advise the independent directors of Chartered for the purpose of making a recommendation to shareholders in respect of the scheme, and in respect of an offer made by ATIC to acquire all the convertible redeemable preference shares in the capital of Chartered. The firm’s advisory team was led by Ai Ai Wong and Tse-Ling Chua.

Clayton Utz has advised Australian-based skincare company Private Formula International Holdings Pty Limited, which holds the global rights to the Dr LeWinn’s skincare brands, Hissyfit and Revitanail, on its acquisition by US multinational specialty pharmaceutical company Valeant Pharmaceuticals International. Dr LeWinn’s is the highest selling skincare brand in Australian pharmacies, with current annual sales of approximately US$27 million. Perth-based corporate partner Mark Paganin led the firm’s team in advising on the deal.

Clayton Utz has also advised New Zealand’s Kiwibank on its first ever international bond issuance. Sydney-based structured capital markets partner Louise McCoach led the firm’s team in advising on the landmark transaction, which saw Kiwibank establish its A$1 billion (approx US$906.6m) Kangaroo Bond Program under which the bank subsequently issued A$250 million (approx US$226.6m) New Zealand government guaranteed Kangaroo Bonds, upsized from A$200 million. The deal marks the first New Zealand government guaranteed bond deal to be issued into the Australian debt markets.

Clifford Chance has advised Affinity Equity Partners, an independent pan-Asia buyout fund manager, on its US$200 million acquisition of a 94.2 percent stake in Beijing Leader & Harvest Electric Technologies Co Ltd (L&H), one of China’s leading manufacturers of variable frequency drives (a technology which improves the energy efficiency of electric motors). One of the largest private equity buyouts completed in China, the stake was acquired through L&H’s offshore holding company. Beijing-based partner Terence Foo, who led the firm’s advisory team, commented, “Activity in the China private equity market continues to increase post-credit crisis. Whilst most of the activity tends to be minority investments, this transaction will be a reminder that buyout deals are also possible.”

Clifford Chance has also advised Orchard Capital Partners Limited, the Asian management of alternative investment fund Stark Investments, on its acquisition of the firm’s operations in Hong Kong and Singapore. Andrew Whan, head of the firm’s Asian private equity practice, co-led the firm’s advisory team with James Walker, head of Asian funds. This sale marks the first major management buyout of the Asian operations of a major alternative investment fund.

In addition, Clifford Chance has advised the bookrunning mandated lead arrangers in respect of syndicated term and revolving credit facilities worth US$2.4 billion for global supply chain manager Noble Group. The lead arrangers comprised Agricultural Bank of China Limited, Singapore Branch; The Bank of Tokyo-Mitsubishi UFJ Ltd; China Development Bank Corporation, Hong Kong Branch; Commerzbank AG; DBS Bank Ltd; HSBC; ING Bank NV; JP Morgan; The Royal Bank of Scotland plc; Société Générale Corporate & Investment Banking; and Standard Chartered Bank (Hong Kong) Limited. The transaction represents the largest completed US dollar syndicated corporate loan in the Asia-Pacific region for the year to date. Partner Andrew Hutchins led the firm’s team in advising.

Clifford Chance has also advised Singapore-listed Noble Group Limited, which operates in more than 40 countries, on its issue of US$850 million of bonds, the company’s first investment grade issuance. The bonds, which are listed on the Singapore Stock Exchange and which received a BBB- rating (or the equivalent Baa3) by all three major ratings agencies, were issued under Rule 144A to investors in the United States and under Regulation S to international accounts. Partners Connie Heng and Alex Lloyd led the firm’s team in advising.

DLA Piper has recently advised on two IPOs listed on the main board of the Hong Kong Stock Exchange:
• The firm acted as Hong Kong and US counsel to Chinese sportswear company Peak Sports Products Co Ltd, the second sportswear company to be listed on the HKSE this year, in respect of its IPO which raised HK$1.7 billion (approx US$219.3m). The joint sponsors of the IPO were Credit Suisse (Hong Kong) Ltd and CCB International Capital Ltd. Partners Esther Leung (Head of capital markets in Hong Kong) and Stephen Peepels (Head of US capital markets for Asia) led the deal from the firm’s Hong Kong office.
• The firm also advised the joint sponsors, Macquarie Capital Securities Ltd and China Merchants Securities (HK) Co Ltd, in respect of the recent IPO by Shenguan Holdings, a Chinese producer of edible sausage casings, which raised HK$1.24 billion (approx US$159.9m). Partners Jeffrey Mak and Stephen Peepels led the firm’s advisory team.

DLA Piper has also advised the joint global underwriters, CLSA India Limited and JM Financial Consultants Private Limited, in relation to the recent US$102 million qualified institutional placement (QIP) by HCL Infosystems Limited (HCL), one of India’s premier hardware, services and ICT system Integration companies. Partner Stephen Peepels led the firm’s team in advising on the transaction, under which equity shares were sold to a number of US-based and international investors. Peepels commented, “We are seeing a return of appetite for investment in India. Although below the tremendous growth rates experienced two or three years ago, the Indian economy is expanding at a rate this year ahead of any other country except China.”

Dorsey & Whitney has acted as HK counsel to Sino Gold Mining Limited (Sino Gold), which is primarily listed on the Australian Stock Exchange and secondarily listed on the Hong Kong Exchange, in respect of its merger with Eldorado Gold Corporation (Eldorado). Partner David Richardson led the firm’s team in advising of the merger, which was implemented by a share scheme under which Eldorado would acquire all those Sino Gold shares that it did not currently own in return for the issue of Eldorado shares. The merger creates a gold producer with a combined market capitalisation of approximately US$5.9 billion, and a diversified portfolio of assets across China, Turkey and Greece. Allens Arthur Robinson advised Sino Gold on Australian law. Freehills and Linklaters advised Eldorado on Australian and Hong Kong law respectively.

Gilbert + Tobin has advised a syndicate of five banks as lenders to Felix Resources Limited, a leading independent coal exploration and production company. The financing comprised three syndicated facilities (a five-year term loan, a contingent liability facility and a working capital facility), which in total were valued at A$250 million (approx US$226.7m). There was also a separate syndicated leveraged leasing facility valued at approximately A$119 million (approx US107.9m) which will be used to finance mobile equipment leases used in the Moolarben coal project. Felix will use the money to provide additional funding towards the development of its Moolarben coal project and for other general corporate purposes. Banking and Finance partner John Schembri led the firm’s advisory team.

Harry Elias Partnership has acted for leading leisure developer Sentosa Development Corporation in respect of a agreement regarding the 2009 to 2012 editions of the Barclays Singapore Open, a premier world-class professional golf tournament held at Sentosa Golf Cub. The firm assisted with the drafting, negotiation and execution of the agreement, which encompassed arrangements involving cash and venue sponsorship, assignment of broadcast, marketing and intellectual property rights, and mechanisms for commission payment. Partners Michael Palmer, head of the firm’s sports and media practice group, and Koh Tien Hua led the advisory team.

Harry Elias Partnership has also acted for Equinox Offshore Accommodation Limited (EOAL), a Singapore-based company which is listed on the over-the-counter market in Oslo, Norway and which is active within the oil and gas industry, in respect of its issue of US$34.4 million 20 percent senior secured callable bonds due 2010. Partners Claudia Teo and June Ho led the transaction.

JSM has acted for luxury menswear retailer and distributor Trinity Limited (Trinity), which is controlled by parent company Li & Fung Limited, in respect of its recent listing on the Hong Kong Stock Exchange. In connection with the listing, a global offering of shares in the company was launched, the size of which was approximately HK$746 million (approx US$96.2m). Citigroup Global Markets Asia Limited (Citi) and JP Morgan Securities (Asia Pacific) Limited (JP Morgan) are the joint global coordinators, bookrunners and lead managers to the global offering, whilst. Citi, JP Morgan and N M Rothschild & Sons (Hong Kong) Limited are the joint sponsors to the listing. The JSM team included corporate finance partners Patrick Wong and Derek Tsang, and IP/IT partner Rosita Li.

Kim & Chang has advised the lenders, comprising 8 financial institutes, and Korea Development Bank (KDB), as the arranger, in respect of their entry into a 12-year project financing arrangement in connection with Hyundai Steel’s Dangjin industrial gas facility construction project. The project financing deal is worth KRW 193.2 billion (approx US$163.7m). Whilst previously in Korea most project financing was provided in respect of the construction of infrastructure, this project is in effect the first project financing transaction which provides for the construction of industrial plants. Partner Young Kyun Cho advised.

Kim & Chang has represented Credit Suisse Asset Management International Holding Ltd (Credit Suisse) in respect of its divestiture of its 30 percent stake in Woori Asset Management Co Ltd (WAM), the asset management arm of Woori Financial Group. WAM was formerly known as Woori Credit Suisse Asset Management Co Ltd and, following Credit Suisse’s sale of its stake in the company, it has became a wholly-owned subsidiary of WFH. Young-Man Huh and Kevin Todd advised.

Finally, Kim & Chang has advised Standard Chartered First Bank Korea Limited in respect of its subscription of redeemable convertible preferred stock of Eugene Corporation (EC), for a value of approximately KRW 30 billion (approx US$25.4m). The redeemable stock is convertible into shares of EC’s common stock. EC is a company primarily engaged in the production and sale of ready-mixed concrete and asphalt concrete, as well as the construction of residential and commercial properties, and is also the controlling shareholder of the electronics and appliance retailer Hi-mart. Partner Myoung-Jae Chung led the transaction.

Latham & Watkins has represented SearchMedia International Limited (SearchMedia), a leading media company in China, in respect of its acquisition by Ideation Acquisition Corp (Ideation), a publicly traded special purpose acquisition corporation listed on the NYSE Amex. As part of the transaction, Ideation redomiciled from Delaware to the Cayman Islands, and changed its name to SearchMedia Holdings Limited. The transaction, which closed on 30 October 2009, was led by Hong Kong corporate partner David Zhang, along with Los Angeles partner Rob O’Shea.

Latham & Watkins has represented Sterlite Industries (India) Limited (Sterlite), India’s largest non-ferrous metals and mining company, in respect of its US$500 million offering of convertible senior notes with are convertible into Sterlite’s ADSs. The ADSs are listed on the New York Stock Exchange. The bonds have a coupon of 4 percent and a five-year maturity period. Singapore-based partners Rajiv Gupta and Michael Sturrock led the firm’s team alongside New York partner Wiltold Balaban.

Finally, Latham & Watkins has represented Sesa Goa Sesa Goa Limited, India’s largest private sector exporter of iron ore, in relation to its US$500 million offering of foreign currency convertible bonds (FCCBs), which are listed on the Singapore Stock Exchange. The bonds have a coupon of 5 percent and a five-year maturity period. Partners Rajiv Gupta and Michael Sturrock again led the firm’s team in advising, in conjunction with London partner Christopher McFadzean. They were supported by Singapore partner Sin Chei Liang, who advised on the Singapore law aspects of the transaction.

Lee Hishammuddin Allen & Gledhill is advising Delegateam Sdn Bhd (Delegateam), a wholly owned unit of the State Financial Secretary of Sarawak, in respect of its proposed voluntary offer for all outstanding shares in Sarawak Energy Berhad (SEB), the country’s second-largest electricity company. Delegateam offered on 20th October 2009 to buy out other shareholders in SEB at RM2.65 a share, with the estimated cost of the buyout reaching RM 1.43 billion (approx US$417.5m). Partner Ng Leong Huat, head of the firm’s M&A practice group, is leading the team.

Lovells has acted as sole transaction counsel on the first Sukuk issued today by the International Finance Corporation (IFC), a member of the World Bank Group. The IFC Sukuk, which is a dollar-denominated $100 million non-amortizing issue with a five-year maturity, will be dual-listed on the Nasdaq Dubai and Bahrain stock exchanges. Given the quality of IFC’s Aaa credit, and IFC’s credentials as a member of the World Bank Group, the landmark transaction is expected to help develop the emerging Sukuk market. Lars Thunell, IFC Executive VP and CEO, has commented, “The Sukuk is an innovative way for IFC to create opportunities for Islamic investors who want to make a positive social impact…. It also supports the World Bank Group’s goals to integrate the Arab world into the global economy and offer greater opportunities for its people.” The joint lead managers for the Sukuk were HSBC Amanah, Dubai Islamic Bank, Kuwait Finance House Bahrain, and Liquidity Management House. The firm’s team was led by Rahail Ali, global head of Islamic finance.

Lovells has also acted as English law and Sharia structuring advisors to Kuwait Energy Company (KEC), one of the largest independent exploration and production companies in the Middle East, in respect of a US$50 million Sharia-compliant financing from the IFC. The proceeds of the financing will be utilised for the development and exploration of KEC’s oil and gas assets in Egypt and Yemen. The transaction is the first occasion upon which IFC has provided finance to a Kuwaiti oil and gas company and represents the dedication of all parties involved to ensure that the commercial requirements of this unique class of financing was compatible with Sharia principles. The firm’s team was led from London by partner Matthew Andrews, who was assisted by Dubai-based partner Rustum Shah. IFC was represented by Fulbright & Jaworski.

Finally, Lovells has acted as lead counsel to the senior lenders – ABN AMRO, ING and BNP Paribas – on their disposal of interest in Sincere Watch Limited and equity participation in the acquiring consortium for approximately S$113 million (approx US$80.8m). The Lovells team was led by partner Neil McDonald.

Mallesons Stephen Jaques has acted on two single bookbuild Accelerated Renounceable Entitlement Offers:
• The firm has acted for the underwriters, Macquarie Capital Advisers and RBS Equity Capital Markets, in respect of an entitlement offer to raise A$294 million (approx US$266.2m) for Macquarie Media Group (MMG). Partners David Friedlander and Shannon Finch led the firm’s advisory team. The firm also advised Macquarie Capital Group in relation to other recently announced initiatives, being the internalisation and corporatisation of MMG, both which are subject to future securityholder approval. Partners Susan Hilliard and Greg Golding advised on the internalisation.
• The firm has also acted for the CSR A$375 million Simultaneous Accelerated Renounceable Entitlement Offer (SAREO) and demerger announced earlier this week. Jason Watts led the firm’s team acting for CSR.

Mallesons Stephen Jaques has also acted for the joint lead managers – JP Morgan, Goldman Sachs JBWere and Deutsche Bank – on an A$700 million (approx US$633.9m) capital raising announced by ING Infrastructure Fund (IIF). The fully underwritten capital raising comprises an accelerated non renounceable 1-for-1 entitlement offer to raise approximately A$544 million, and an institutional placement to raise approximately A$156 million. Partners John Sullivan and Shannon Finch advised on the capital raising, which is designed to repay debt and strengthen IIF’s balance sheet.

Milbank, Tweed, Hadley & McCloy LLP has advised the underwriters – Citigroup, Credit Suisse and JP Morgan – in connection with the US$750 million offering of global depositary shares (GDSs) and convertible notes by India’s Tata Motors Limited, which closed this month. The proceeds of the offering, which was a combined offering of US$375 million GDSs and US$375 million 4 percent convertible notes due 2014, will be used to assist Tata Motors in paying for its 2008 acquisition of Jaguar and Land Rover from Ford Motor Co. The firm’s advisory team included partners Naomi Ishikawa in Singapore and Tom Siebens in London. Sullivan & Cromwell and AZB & Partners represented the issuer, whilst Amarchand & Mangaldas & Suresh A. Shroff & Co acted as Indian counsel to the underwriters.

Milbank, Tweed, Hadley & McCloy LLP has also represented Hong Kong-listed Lumena Resources Corp, which produces thenardite for use in the production of powder detergents, dyes, textiles and pharmaceutical products, in relation to its US$250 million Rule 144A high yield bond. The transaction marks the first of its kind by a debut issuer in the Asian non-investment grade market in more than two years. The bond matures in 2014 and has a 12.25 percent yield. The bookrunners on the offering were BOC International, Credit Suisse and Deutsche Bank. Partners Anthony Root and Joshua M. Zimmerman advised. Lumena was also advised by Li & Partners (Hong Kong counsel), Grandall (PRC counsel), and Appleby (Cayman/BVI counsel), whilst Shearman & Sterling and Jun He advised the underwriters as US and PRC counsel respectively.

Finally, Milbank, Tweed, Hadley & McCloy LLP and Stamford Law Corporation have both represented PT Adaro Indonesia (PT), the principal subsidiary of PT Adaro Energy, in respect of its US$800 million high-yield bond offering which closed late last month. The offering consisted of US$800 million 7.625 percent guaranteed senior notes due 2019, unsecured but unconditionally and irrevocably guaranteed by PT Adaro Energy Tbk, with a Rule 144A, Reg S issue on the Singapore Stock Exchange. The transaction marks Indonesia’s largest corporate US dollar bond and its first 10-year private sector bond offering. Milbank’s deal team was led by Anthony Root, who is head of the firm’s corporate practice in Asia, whilst director Soh Chun Bin led the team from Stamford Law. . Hendra Soenardi acted as Indonesian counsel to PT, whilst Latham & Watkins and Lubis, Ganie & Surowidjojo advised the underwriters on US and Indonesian law respectively.

O’Melveny & Myers has represented Credit Suisse Securities (USA) LLC and UBS AG as joint bookrunners, and BofA Merrill Lynch as co-manager, in relation to the US$248.4 million IPO of American Depositary Shares (ADSs) by China Real Estate Information Corporation (CRIC), a leading provider of real estate information and consulting services in China. CRIC sold 20.7 million ADSs, a figure which includes 2.7 million ADSs sold when the underwriters exercised their over-allotment option in full. One unique aspect of the transaction concerned the fact it involved a carve-out listing of the subsidiary of an already US-listed parent. In connection with the offering, CRIC also acquired the online real estate business of China’s leading internet portal SINA Corporation. The firm’s team was led by Beijing partner David Roberts, and included Shanghai partner Kurt Berney who provided support.

Orrick, Herrington & Sutcliffe LLP has advised Comtec Solar Systems Group Limited (Comtec), a China-based manufacturer of high-quality monocrystalline solar ingots and wafers, in relation to its US$67 million IPO of 250 million shares (before exercise of the over-allotment option) on the Main Board of the HKSE, with international share placements under Rule 144A and Regulation S. The listing took place on October 30, 2009. Comtec, which markets its products to customers in Canada, Germany, India, Singapore, Taiwan, Thailand and the US, is raising capital to expand its production capacity, purchase raw materials and invest in R&D efforts. Partners Edwin Luk and David Cho led the firm’s advisory team.

Paul, Hastings, Janofsky & Walker has advised Morgan Stanley as the sole bookrunner in the HK$1.62 billion (approx US$208m) Hong Kong IPO and global offering of Yuzhou Properties Company Limited (Yuzhou Properties), a leading property developer in China’s Fujian province. The listing comprised a Hong Kong public offer and an international offering, including a placement under Reg S/Rule 144A. Capital markets partners Raymond Li and Sammy Li led the firm’ team, with the US capital markets team led by Neil Torpey, chair of the firm’s Hong Kong office.

Rodyk & Davidson LLP has acted for Overseas Union Enterprise (OUE) in relation to the sale of its freehold residential site at 21 Angullia Park, formerly known as The Parisian, to China Sonangol Land for S$283 million (approx US$202.4m). The transaction was led by corporate partner Jacqueline Loke, who was supported by partner Terence Lin.

Stamford Law Corporation is acting as legal counsel to the Financial Advisor in C2O Holdings Limited’s (C2O) proposed takeover of Swissco International. The firm is also the Sponsor to Catalist-Listed C2O, a Singapore based marine company providing offshore support vessels to the oil & gas industry. The total value of the proposed takeover is approximately S$175 million (US$124 million) and, if successful, will be the first takeover of a SGX Mainbord-listed company by a Catalist-listed firm. The Sponsor team is being led by director Yap Lian Seng.

Stamford Law Corporation has also represented Coaltrade Services International Pte Ltd (Coaltrade), the indirect wholly-owned subsidiary of PT Adaro Energy Tbk (Adaro Energy), in relation to a US$500 million amortising revolving credit facility granted to PT Adaro Indonesia, another subsidiary of Adaro Energy. Coaltrade, the rapidly developing coal trading arm of Adaro Energy, acted as a guarantor of the financing, whilst DBS Bank Limited acted as the facility agent. Director Yap Wai Ming led the transaction.

WongPartnership LLP has acted for The Baring Asia Private Equity Fund IV LP (Baring) in relation to the acquisition of more than 117 million ordinary shares in Hsu Fu Chi International Limited by Star Candy Ltd, a wholly-owned indirect subsidiary of Baring Private Equity Asia IV Holding (12) Limited. The shares were purchased from Transpac Nominees Pte Ltd for an aggregate consideration of approximately US$130.3 million. Partners Ng Wai King and Linda Wee led the transaction.

Allen & Overy has acted for Standard Chartered Bank Limited and DBS Bank Ltd, as the mandated coordinating arrangers, in connection with the HK$3.1 billion (approx US$399.9m) transferable term loan and revolving credit facility for the Fortune Real Estate Investment Trust (Fortune REIT). Used to partially finance the acquisition of 3 retail properties in Hong Kong, the multi-tranche term loan facility will be further utilised in 2010 to refinance the existing debt of the Fortune REIT. The credit facility will finance the general corporate purposes of the trust. Hong Kong-based partners Vicki Liu and Simon Reid-Kay led the firm’s team.

AZB & Partners has advised National Aviation Company of India Limited (NACIL) in relation to all loan and security documentation and relevant procedures in respect of the airline having recently taken delivery of nine aircraft from The Boeing Company (comprising seven B-777-200LR and B-777-300ER aircraft, and two B-737-800 aircraft) within a span of 4 months. Financing for the transaction, which was valued at approximately US$905 million, was provided by Standard Chartered Bank (SCB). Zia Mody and Petrushka Deas advised the airline on behalf of AZB, whilst Amarchand Mangaldas Suresh A. Shroff & Company represented SCB.

AZB & Partners has also advised Tata Motors Limited (Tata) with respect to its offering of foreign currency convertible bonds for a total amount of US$375 million, and of global depositary receipts for a total amount of approximately US$375 million. Partner Vishnu Jerome led the firm’s advisory team, whilst Sullivan & Cromwell LLP acted as international counsel to Tata. Amarchand & Mangaldas & Suresh A Shroff and Milbank, Tweed, Hadley & McCloy LLP acted as domestic and international legal counsel respectively to the lead managers: Citigroup Global Markets Limited, JP Morgan Securities Limited and Credit Suisse (Singapore) Limited.

Clayton Utz has advised Credit Suisse Australia Ltd as the underwriter and sole lead manager on the recent capital raising by Gunns Limited. The raising, valued at A$145 million (approx US$131.1m), involved a 1-for-4 accelerated non-renounceable pro-rata entitlement offer of ordinary shares in Gunns Limited to finance the acquisition of ITC Hardwood for an enterprise value of $100 million. Additional proceeds raised will be used to reduce debt or provide capacity to fund other potential acquisitions in the plantation sector. Equity capital markets partner Brendan Groves led the transaction.

Deacons in Australia has advised Macquarie Bank in connection with its recent acquisition of a portfolio of auto loans and leases from leading automotive financier Ford Credit Australia (FCA), the Australian lending arm of US auto giant Ford Motor Credit Company (FMCC). Minter Ellison advised FCA on instruction from the FMCC. Valued at A$1 billion (approx US$911.4m), the portfolio comprises loans and leases for approximately 60,000 cars. Management of the portfolio will be progressively transitioned to Macquarie Leasing (ML) by January 2010. Macquarie is expanding its car credit operations in Australia after other international conglomerates pulled out of that market, and the deal positions ML as one of the largest providers of car finance in the country. Partners Adrian Ahern and Bill Farrow advised on behalf of Deacons. Melbourne-based partner David Inglis led the Minter Ellison team, which included partner Theo Kindynis.

Freshfields Bruckhaus Deringer has advised OCBC Bank in respect of its recent US$1.46 billion acquisition of ING Asia Private Bank from ING Bank. Led by Hong Kong-based corporate partner Kay Ian Ng, the firm’s team also included partners Jack Wang (Beijing), Melissa Thomas (Shanghai), David Higgins (Dubai) and Elaine Williams (London).

Freshfields Bruckhaus Deringer has also acted for China Strategic Holdings, the 80 percent shareholder of Primus Nan-Shan Holding, in respect of the latter’s acquisition of Taiwan’s Nan Shan Life Insurance Company Ltd (Nan Shan) from AIG. The purchase, which was announced on 13th October 2009, was completed for a consideration of approximately US$2.15 billion and marks the largest divestment by AIG since its rescue last year. The acquisition of Nan Shan, Taiwan’s third largest life assurer, is subject to local regulatory approval. The firm’s advisory team was led by Robert Ashworth, head of corporate for Asia, who was assisted by Beijing-based partner Chris Wong.

Gide Loyrette Nouel has advised Taiyuan Iron & Steel (Group) Co Ltd (TISCO), China’s largest stainless steel producer, on an investment in three Turkish mining companies worth approximately US$300 million. Lawyers from the firm’s Beijing and Istanbul offices worked on the deal which is the first of its size involving a State-owned Chinese company in the mining sector in Turkey. The acquisitions, which include 15 chrome mining licences, are expected to contribute to TISCO’s stainless steel production. The firm’s Beijing team was led by partners Guillaume Rougier-Brierre and Yan Lan.

Kim & Chang has advised H&Q Private Equity Fund II (H&Q) on its acquisition, through its wholly-owned special purpose company, of 100 percent of the shares of Esquire Co Ltd (Esquire), one of the leading Korean companies in the manufacturing and sales of footwear. The acquisition was closed on 31st August 2009 for a total value of KRW 40 billion (approx US$33.5m). The firm also advised on H&Q’s acquisition financing and Esquire’s refinancing of existing debts, which were completed in early October. C.H. Ko and K.Y. Lee were key advisory partners.

Latham & Watkins has represented Credit Suisse, DBS Bank Ltd and UBS AG as joint bookrunners in connection with the US$800 million offering of 7.625 percent Guaranteed Senior Notes due 2019 by PT Adaro Indonesia, a wholly-owned subsidiary of PT Adaro Energy Tbk. The firm’s team included Hong Kong-based partners John Otoshi and Eugene Lee.

Latham & Watkins also represented the mandated lead arrangers – DBS Bank Ltd, Oversea-Chinese Banking Corporation Limited, Sumitomo Mitsui Banking Corporation, BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ Ltd (Singapore Branch), United Overseas Bank Limited, Chinatrust Commercial Bank Co Ltd (Singapore Branch), PT ANZ Panin Bank, PT Bank Mandiri (Persero) Tbk (Singapore Branch), Standard Chartered Bank and The Hongkong and Shanghai Banking Corporation Limited – in connection with a US$500 million bank facility provided to PT Adaro Indonesia. Singapore-based partners Clarinda Tjia-Dharmadi and David Miles (also of Hong Kong) led the firm’s advisory team.

Mallesons Stephen Jaques has acted for Brookfield Multiplex in connection with the company’s launch of its second secured retail bond issue this year: the Brookfield Secured Bonds Series B (BSB-sB). Launched to raise A$65 million (approx US$59.2m), the BSB-sB are limited recourse debentures which attract a fixed rate of interest and are secured by a first-ranking mortgage on a property in the Melbourne CBD. Partners David Eliakim and Ian Edmonds-Wilson led the firm’s advisory team. According to Eliakim, who views the launch of BSB-sB as an indication of the strength of the retail bond market in Australia, “The Federal Treasury and ASIC have announced they are considering measures to help expand the corporate bond market which will give more impetus for activity in this area.”

Mallesons Stephen Jaques has also acted for RBS Equity Capital Markets (Australia) Limited (RBS) as the underwriter on the recent capital raising by Australian Pharmaceutical Industries to raise A$150 million (approx US$135.7m). The fully underwritten capital raising was conducted via a $112 million 2-for-3 accelerated pro-rata renounceable entitlement offer and a $38m institutional placement, with the entitlement offer raising approximately A$49 million and A$63 million from institutional and retail shareholders respectively. Funds raised will be used to reduce API’s net debt, allow for investment in its Priceline model and provide flexibility for funding other growth opportunities. Shannon Finch was the lead partner on the transaction.

In addition, Mallesons Stephen Jaques has acted for IAG Finance (New Zealand) on a proposed restructure of its A$550 million (approx US$497.7m) Reset Exchangeable Securities (RES). If approved by RES holders, the proposed amendments would see the RES change from a contingent capital structure into an on-balance sheet instrument, allowing it to qualify as innovative Tier 1 regulatory capital under Australian Prudential Regulation Authority rules. Partners Ian Paterson (Banking & Finance) and Shannon Finch (M&A) led the advisory team, with both having also advised on the initial design of the RES five years ago.

Finally, Mallesons Stephen Jaques has acted for Nestlé in connection with the sale of its Australian Lean Cuisine and Papa Giuseppi’s Australian frozen meals business, announced this week, to Simplot. Lean Cuisine is one of Nestlé’s key global brands whilst Simplot, which has sales per annum in excess of A$7.5 billion (approx US$6.7b), has grown to become one of the biggest consumer food businesses in Australia. Partners Katrina Rathie (IP), Sharon Henrick (Competition) and Michael Barker (M&A) led the firm’s advisory team.

O’Melveny & Myers LLP has represented Piper Jaffray & Co, as sole book-running manager, and Susquehanna Financial Group LLLP, as co-manager, in relation to the US$60 million underwritten registered direct public offering of Zhongpin Inc, a meat and food processing company with more than 3,000 retail outlets in China. Zhongpin Inc, which specialises primarily in pork products, offered 4.6 million shares of its common stock at US$13.25 per share in the offering, including full exercise by the underwriters of their greenshoe option. Shanghai partner Kurt Berney and Beijing partner David Roberts led the firm’s advisory team, working in conjunction with US-based partners who provides advice on FINRA-related matters and unusual securities law issues.

Paul, Hastings, Janofsky & Walker has advised International Far Eastern Leasing Company Limited (Far Eastern), a leader in the finance leasing industry in China and a subsidiary of Sinochem Corporation, in respect of a US$160 million investment in the company from a consortium of 3 strategic investors. The consortium comprised an affiliate of Kohlberg, Kravis and Roberts LP, an investment vehicle established by GIC Special Investments Pte Ltd, and an affiliate of China International Capital Corporation Limited. Far Eastern will continue to be majority-held by its controlling shareholder, Sinochem Group. The firm’s team was led by corporate partners Vivian Lam and Raymond Li.

Robert Wang & Woo LLC has acted for Suntec City Development Pte Ltd in the disposal of the iconic Suntec Singapore International Convention & Exhibition Centre (SSICEC) to Harmony Convention Holding Pte Ltd, for a cash sum of S$235 million (approx US$168m). A leading convention and exhibition centre regionally, SSICEC will host the 2009 APEC Summit. The sale was completed at the end of September 2009. The firm’s managing director Woo Tchi Chu led the firm’s advisory team which included directors Audrey Teo and Raymond Tan.

Skadden, Arps, Slate, Meagher & Flom has advised China Real Estate Information Corporation (CREIC), a leading provider of real estate information, consulting and online services in China, in relation to its initial public offering and listing on the NASDAQ Global Market. Maples and Calder acted as Cayman Islands legal adviser to the company, which is a subsidiary of E-House China Holdings Limited (E-House). The IPO, which raised approximately US$248 million, was executed concurrently with CREIC’s merger with the online real estate business of SINA Corporation, a leading online media company and mobile value-added service provider in China. E-House will remain the parent company and controlling shareholder of CREIC. Partner Greg Knowles led the Maples & Calder team, whilst Hong Kong-based partner Julie Gao led the team from Skadden in respect of the IPO. She also worked alongside partner Jonathan Stone to lead firm’s team advising on the merger, in conjunction with New York-based partner Rita Rodin Johnston.

Stamford Law Corporation has represented PT Alam Tri Abadi, the wholly-owned subsidiary of PT Adaro Energy Tbk (Adaro), in respect of its acquisition of a 20.8 percent equity interest in Orchard Maritime Logistics Pte Ltd (OML), a Singapore-based barging and ship-loading company. Adaro, a coal mining company in Indonesia, had previously acquired a 74.16 percent equity interest in OML in May 2009. The recent acquisition, valued at US$18 million, brings its interest in OML to 94.96 percent and allows Adaro to own a part of each of the critical pieces of its coal supply chain which will reduce costs, lower risks, increase flexibility of production, increase control of transportation, and improve reliability. Director Yap Wai Ming led the transaction.

Stamford Law Corporation has also acted for Ezra Holdings Limited, an SGX-listed integrated offshore support solutions provider for the oil and gas industry, in relation to its US$100 million convertible bond issue. The issue was five times oversubscribed by financial institutions and strategic investors across Europe, Asia and the US, resulting in almost US$380 million worth of orders. Amongst other things, the $100 million proceeds from the issuance will be used to fund new business opportunities, strategic investments, joint ventures and the acquisition of vessels. DBS Bank Ltd was the sole bookrunner and manager for the offering, on which director Bernard Lui advised.

Finally, Stamford Law Corporation has acted for China Sonangol Land Pte Ltd (CSL), part of the China Sonangol group, in connection with its S$283 million (US$203m) acquisition of OUE (Angullia) Pte Ltd (OUEA) from Overseas Union Enterprise Limited. As a result of the acquisition, CSL will take over the freehold residential property development at 21 Angullia Park, also known as the Parisian. This property, owned by a wholly-owned subsidiary of OUEA, is situated in a prime residential site in the Orchard Road area in Singapore and is currently being developed into a luxury condominium. Director Yap Wai Ming led the transaction.

WongPartnership LLP has acted for Lion Asiapac Limited in connection with the proposed cash offer made by its joint venture company, Lion-Asia Resources Pte Ltd, to acquire the shares of Polaris Metals NL (PM), and the options of PM that have an exercise price of less than A$0.70. The offer involves consideration of A$0.70 per Polaris Share, and a cash amount equivalent to the difference between A$0.70 and the exercise price of such Polaris Option per Polaris Option respectively under Chapter 6 of the Corporations Act of Australia. Partner Chan Sing Yee led the transaction.

WongPartnership LLP has also acted for Sincere Holdings Limited in relation to its voluntary conditional cash offer to acquire all the issued shares in Sincere Watch Limited (which were pledged to a syndicate of lenders, ABN AMRO, ING Bank and BNP Paribas), one of Singapore’s largest watch retailers. Partners Andrew Ang and Chan Sing Yee advised. Lovells acted for the syndicate of lenders in the transaction. The Lovells advisory team included Neil McDonald, Charles Butcher and Rachel Lao.