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Deals – 15 January 2009

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AZB & Partners has advised the Blackstone Group in its acquisition of a minority shareholding in NSL Seeds. The firm was involved in conducting legal due diligence, advising on the structure, drafting of the transaction documents and negotiating the transaction documents. Ashwin Ramanathan was lead partner on the advisory team.

AZB & Partners acted for Export Development Canada as lender and mortgagee in a loan agreement in relation to additional financing for Global Vectra Helicorp Ltd in connection with the financing towards the purchase of an aircraft. Bahram Vakil led the firm’s team on the transaction.

AZB & Partners has advised an international aircraft leasing entity incorporated in Ireland on the securitization and leasing of helicopters owned by the leasing entity for a total consideration of approximately US$13 million. Bahram N Vakil was lead partner on the deal, with the firm providing advice relating to Indian jurisdictional issues, civil aviation requirements and enforceability of judgments obtained by foreign courts in India.

AZB & Partners acted for Punjab National Bank (International) Ltd in its loan facility extended to Venus Projects Ltd. The firm was involved in providing advice in relating to Indian jurisdictional issues in relation to the transaction and the documents contemplated thereof, civil aviation requirements of the Civil Aviation Authorities in India, and further providing responses to queries in relation to import, registration and operation of the Aircraft in India and the enforceability of an English law judgment in India. Bahram N Vakil acted as lead partner on the transaction.

Deacons has advised Bank of America on the Hong Kong legal aspects of their secondary placement of China Construction Bank shares. Rhoda Yung and Alexander Que were lead partners on the transaction, valued at approximately US$2.8 billion.

DLA Piper has advised China Everbright Capital Ltd as sponsor and underwriter of Hong Kong’s first IPO of the year by Strong Petrochemical Holdings Ltd. The listing successfully raised HK $250 million and was led by partner Esther Leung.

DLA Piper has advised China Singyes Solar Technologies Holdings Ltd on their recent Hong Kong IPO. Parnters Dr Liu Wei and Jeffrey Mak led the transaction, which was over-subscribed by approximately 70 times.

JSM has advised China Overseas Land & Investment Ltd on its recently announced HK$2.5 billion open offer. Partner Jeckle Chu lead the transaction, in which the company has proposed to raise funds through the issue of approximately 314 million shares at HK$8 per share.

Milbank, Tweed, Hadley & McCloy LLP has advised multiple syndicates of financial institutions on the US$2.3 billion financing and restructuring of the Tanjung Jati B Expansion coal-fired power project in Indonesia. This is the first large-scale Asian power project to be closed by an international investor in the wake of the recent credit crisis. Team leaders on the project were head of project and leveraged finance Mark Plenderleith, senior partner Gary Wigmore and partner Darrel Holstein, all of the Tokyo office.

O’Melveny & Myers LLP represented Acorn International Inc in its acquisition of Yiyang Yukang Communication Equipment Co Ltd, a domestic communication equipment producer and distributor in China .The Shanghai-based team was led by partner Portia Ku, with partner Larry Sussman providing tax-related advice.

Paul, Hastings, Janofsky & Walker advised Traxon Technologies on its agreement to sell a majority interest to OSRAM, a wholly-owned subsidiary of Siemens. In relation to the sale, the firm advised the company on its large scale global restructuring which was required before acquisition could proceed, and involved complex legal issues across numerous jurisdictions including China, France, Germany, Hong Kong, Japan, the Netherlands, the UK and the US. M&A partner Daniel Kim led the firm’s collaboration of international lawyers on the transaction.

Rajah & Tann LLP acted as counsel for Zhong Nan Holdings Ltd in its compulsory acquisition of shares of Midsouth Holdings Ltd. The firm acted for the offeror in the exit offer and delisting exercise, whereby the exit offer consideration aggregated S$65,852,800. The transaction was led by partners Chua Kim Huat and Danny C Lim.

Rajah & Tann LLP represented Armada Shipping Pte Ltd in obtaining Company Act section 210 relief for the purposes of restructuring its US$500 million in debts and obtaining stays of all ongoing and pending proceedings against the company. Lionel Tay, Patrick Ang and Desmond Wee comprised the lead partners on the matter.

Skadden represented Merrill Lynch as the sole dealer manager in the tender offers by Galaxy Entertainment Finance Co Ltd for its guaranteed senior floating rate notes due 2010 and the 9.875 percent guaranteed senior notes due 2012. The exact purchase price is to be determined using a modified Dutch auction procedure. The advisory team was led by partners Edward Lam and Nick Norris.

Yulchon has advised Shinsegae Co Ltd on the acquisition of the Mesa Building, a 23 story retail building located in Seoul, Korea. This landmark building in the centre of the city had over 90 strata-titles which resulted in complex legal issues that needed to be resolved and negotiated among the title owners as well as the seller. Bong Hee Han, Tong Chan Shin and Jeong Hye Ahn were lead partners in the ₩135 billion (US$ 91.8 million) transaction.

Deals – 8 January 2009

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AZB & Partners has advised Guggenheim Partners LLC on the Indian law aspects of its acquisition of the assets of Thomas Weisel International Private Ltd. Sai Krishna Bharathan led the transaction team.

Baker & McKenzie has advised Asahi Breweries Ltd on the US$1.2 billion share and asset purchase of Schweppes Australia from Cadbury plc. The bid is pending regulatory approval and subject to a right of negotiation for the acquisition of the Schweppes business granted to the Coca-Cola Co. Lead partners on the transaction were Steven Glanz for the Australia team, Hiroshi Kondo for the Japan team and Skip Rankin for the New York team.

Clifford Chance Dubai’s Mike Taylor led the team advising Arabian Co for Water and Power Development on the US$126 million capital increase by its affiliate International Co for Water and Power Projects and related investment by certain strategic Saudi partners.

Clifford Chance Dubai has advised Mediaset SpA in relation to its acquisition of a 25 percent interest in Nessma SA. Mediaset acted in parallel with another Italian entity, Prima TV SpA, which also acquired a 25 percent interest in the business. Simon Clinton in Dubai and Joachim Fleury in London acted as lead partners on the transaction

Clifford Chance has advised NTT Data on disposition of majority shares in its financial data provider subsidiary, NTT Data Financial. Tokyo corporate partners Atsushi Yamashita, Naoki Watanabe and Tracy Whiriskey led the transaction.

Dechert LLP represented One Equity Partners in its recent investment in DC Chemical Co Ltd of Korea. The investment represents a 66.75 percent stake in the company. Partners Sang Park, Edward Lemanowicz and Joshua Rawson led the team on the transaction.

Gide Loyrette Nouel has advised the French State on the construction of its new embassy in Beijing. The €25 million embassy will form part of a new campus that will concentrate all French diplomatic services present in a single location. The firm assisted the French Foreign Affairs Ministry and its local real estate branch in preparing the bidding procedure, including the preparation of all relevant legal documentation, and in drafting a construction agreement compliant with both French Administrative practices and Chinese law. The Beijing-based team was led by partner Guillaume Rougier-Brierre.

Kim & Chang acted as Korean legal counsel to the managers in Sinbo 2008 Second Securitization Specialty Co Ltd’s issuance of asset backed securities in the amount of ₩250 billion. The issuance was structured as a domestic primary CBO transaction to assist financing of small and medium-sized enterprises in difficult market conditions. Partner YH Kim led the transaction team.

Kim & Chang have assisted a group of lenders led by BNP Paribas for financing of the purchase price of four LNG carriers partially covered by Korea Export Insurance Corp. HS Yoon led the firm’s advisory team on this transaction.

Kim & Chang ’s Yong-Seung Shun led the firm’s team in advising BNP Paribas Group on the merger of Shinhan BNP Paribas ITMC and SH Asset Management Co Ltd into a single asset management company and on the later sale of shares to BNP of shares in the surviving company.

Kim & Chang advised Doosan Corp and MBK Partners in the sale of TechPack solutions to MBK. Key partners SY Park and JK Park led the advisory teams on this deal, valued at approximately ₩400 billion.

Kim Chang & Lee has advised Shinhan Bank in the refinancing of the Woomyunsan Tunnel private participation project. This deal is the first case of profit sharing between government and concessionaire through reorganization of the capital structure of the concessionaire under the refinancing guidelines announced by the Korea Development Institution. Yongki Ko and Sangyup Byon were lead partners on the transaction.

LOGOS Law LLC represented DS LCD & MonAmi Co in a bellwether case with combined losses of over US$21 million in KIKO contracts. The court found in favour of the client on the grounds that the bank had not met its obligations to recommend additional measures to limit losses, nor to sufficiently explain possible risks. Partner and former senior judge Young Ho Kim led the suit with the assistance of partner Moo Kyum Kim.

Mayer Brown JSM acted for Hempel AG on the conditional buy-out of its joint venture partner China Merchant Holdings (International) Co Ltd in Hempel-Hai Hong. The total consideration for the sale of the sale shares, the assignment of the joint venture IP rights and the grant of all other rights to Hempel was over HK$1.1 billion (US$145 million). Stephen Bottomley acted as lead partner on this transaction.

Orrick, Herrington & Sutcliffe LLP has advised Dentsu Inc in creating a joint venture advertising agency based in Moscow, Russia. The new joint venture represents the first acquisition by a Japanese advertising agency of a Russian advertising agency. A team of Russia-qualified lawyers led by partner Sergey Milanov advised on the formation of the joint venture and the acquisition of assets.

Watson, Farley & Williams has advised a syndicate of lenders led and arranged by Bank of China Ltd (Grand Cayman Branch) and Bank of China (Hong Kong) Ltd in relation to certain loan facilities made available to two subsidiaries of COSCO in relation to financing the acquisition of two bulk carrier new buildings. The international finance team was led by partner Madeline Leong on this transaction.

White & Case has advised the mandated lead arrangers, Bank of China, Standard Chartered Bank, Industrial and Commercial Bank of China, Calyon, The Hongkong and Shanghai Banking Corp, Standard Bank Plc and Sumitomo Mitsui Banking Corp on the financing of the acquisition of Awilco Offshore ASA, a Norwegian oil and gas drilling contractor. Hong Kong partner Hallam Chow led the advisory team on the transaction.

WongPartnership LLP acted for EPURON Pte Ltd in setting up Renewable Energy Trust Asia, the first private business trust investing in renewable energy projects in the Asia-Pacific region. The trust plans to build a portfolio of some 200 megawatts through potential investments totaling US$250 million within the next five years. The transaction was led by partner Low Kah Keong.

WongPartnership LLP acted for Asia Cement (China) Holdings Corp as Singapore counsel in connection with its IPO on the Hong Kong Stock Exchange which raised approximately HK$2 billion. The transaction was led by partners Chan Sing Yee and Quak Fi Ling.

Deals – 30 October 2008

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Baker & McKenzie LLP acted for Blue Source, on a strategic alliance, marketing and trading relationship with Goldman Sachs. Richard Saines acted as lead partner on the transaction. Other members included banking and finance and major projects partner Marc Horwitz; corporate and securities partners Charles Hallab and Steve Griesemer (Chicago); and tax partners William R Wagner (New York), Richard Lipton and Michael Donovan.

DLA Phillips Fox has advised BOC Ltd on its acquisition of the remaining 50 percent shareholding in Auscom Holdings Pty Ltd from its joint venture partner AGL Energy Ltd for A$221 million. Sydney-based corporate partners David Morris and Adrian Smith led the deal team and were assisted by partners Mark Beaufoy, Tim L’Orange and Andrew Ball who advised on the environmental, property and workplace aspects of the due diligence respectively. Partner Geoff Taperell provided advice on competition aspects of the transaction.

Hunton & Williams (Thailand) Ltd represented GHECO-One in a US$460 million and Thai baht 9,960 million financing (total value US$750 million) of a 660 MW IPP project located in Map Ta Phut, Thailand. Stephen Bennett was lead partner on the transaction.

Kim & Chang advised US-based software developer WindRiver Systems Inc on its acquisition of a 99 percent interest of the total outstanding shares of Mizi Research Inc, a major linux software developer in Korea, from its shareholders. This transaction was led by partner Hyun Ho Eun Esq.

Latham & Watkins acted as US counsel to Renhe Commercial Holdings, the largest privately-owned operator of underground shopping centres for the wholesale and retail sector in China, in connection with its IPO of 3 billion shares listed on the Hong Kong Stock Exchange. Hong Kong partners David Zhang and Eugene Lee led on the deal which was valued at HK$3,390 billion (approximately US$435 million).

Lovells have advised the vendors group comprised of PT Lumbung Artakencana , PT Alas Pusakaand a number of individual shareholders on the sale of Bank Ekonomi to HSBC for US$607.5 million. The team was led by Singapore-based Scott Calver with support from Asia corporate head, Jamie Barr, and Singapore managing partner, James Harris.

Morrison & Foerster LLP’s, Hong Kong partner Paul Boltz led the team which represented China Medical Technologies Inc in its acquisition of HPV-DNA Biosensor Chip and Surface Plasmon Resonance based Analysis System for the detection of human papillomavirus (HPV), which causes cervical cancer and sexually transmitted disorders. Under the terms of the definitive acquisition agreement, China Medical will pay the seller, Molecular Diagnostics Technologies Ltd US$345 million in cash.

Morrison & Foerster LLP has represented Deutsche Bank and China Merchant Securities (HK), the joint financial advisors to Hong Kong-listed Enric Energy Equipment Holdings Ltd in the US$1.2 billion acquisition from major shareholder, China International Marine Containers (Group) Co Ltd and certain European shareholders, their entire interests in certain tank and storage equipment businesses based in China and Europe. Partners Xiaohu Ma and Tien-yo Chao led the transaction.

Morrison & Foerster LLP partners Steve Toronto and Paul Boltz led the firm’s representation of ChinaHR Holdings Ltd and its selling shareholders in the acquisition of ChinaHR by Monster Worldwide. The firm previously represented ChinaHR in connection with Monster’s initial Series A investment for 45 percent of ChinaHR. Under the terms of the current transaction, Monster paid US$174 million in cash for the remaining 55 percent stake.

Deals – 6 November 2008

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Allens Arthur Robinson has advised global property group Goodman on its successful A$955 equity raising. This is the second major capital raising in the sector since GPT’s A$1.6 billion capital raising in October. Allens corporate partner Stuart McCulloch advised Goodman on the transaction.

Baker & McKenzie has advised Deutsche Investitions-und Entwicklungsgesellschaft mbH (DEG) and Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden NV (FMO) on the restructuring of their investments in and financing provided to Indorama Petrochem Ltd and on their further investments in Indorama Ventures Ltd. Bangkok corporate partners Andrew Matthews and John Cordova led the transaction, which involved the restructuring of the existing project financing which was subordinated to the senior facility.

Baker & McKenzie advised Shanghai Oriental Pearl Group Co in setting up a joint venture with Hong Kong Anschutz Entertainment Group China Ltd to operate the Shanghai World Expo Performing Arts Centre, an 18,000-seat arena which will hold most of the performances during the Shanghai World Expo 2010. The team was led by partner Danian Zhang.

Baker & McKenzie.Wong & Leow has advised YTL Corp on the largest Singapore REIT M&A deal to date. YTL Corp’s acquisitions include an approximately 26 percent stake in Macquarie Prime REIT and 50 percent of Prime REIT Management Holdings Pte Ltd from Macquarie for S$285 million (US$189 million), giving YTL Corp control of the REIT. The advisory team was led by Ai Ai Wong.

Gide Loyrette Nouel has advised China Equity Links regarding the completion of a US$31 million private equity placement transaction in ET Solar Group, a Nanjing-based integrated manufacturer of photovoltaic products. The Beijing-based team was led by partner Guillaume Rougier-Brierre.

Jones Day has advised ABN AMRO, Citi, Deutsche, Merrill Lynch and State Bank of India in a 50.48 billion Indian rupee (US$1.10 billion) rights offering of equity shares of Hindalco Industries Ltd. Equity Shares of Hindalco are listed on the Bombay Stock Exchange and the National Stock Exchange, while GDRs representing equity shares of Hindalco are listed on the Euro MTF Market of the Luxembourg Stock Exchange. David Neuville, partner in the Hong Kong office, led the transaction.

Kim & Chang partner Byung-Do Lee advised IBM Korea on its acquisition of 100 percent shares in and subsequent merger with Telelogic Korea as a part of the global integration of Telelogic Group by IBM Group.

Kim & Chang has advised MBK Partners and Hyundai Capital Services in its cash tender offer for 30.8 percent of the shares of HK Mutual Savings Bank for ₩7,500 per share through its wholly-owned subsidiary, Echelon Ltd. Private equity practice partner Jong-Koo Park advised on this transaction.

Kim & Chang has advised the seller and Choil Aluminum Co on the sale of shares to Furukawa Sky. Furukawa’s acquisition is part of a strategic alliance for co-marketing and development of aluminium products. Partner Myoung-Jae Chung led the transaction.

Kim & Chang represented SGS in connection with the acquisition of 100 percent of the outstanding shares of TESCO Co Ltd, a Korean testing service company. The transaction was led by partner Sung-Eyup Park.

Deals – 13 November 2008

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Bryan Cave LLP has represented private equity investors the ALAM Group in conjunction with China Everbright Ltd’s acquisition of a 51 percent controlling interest in ALAM. Partners Chris Lause and Evan Chuck were lead counsel in the transaction.

DLA Phillips Fox has advised Canadian coal producer NEMI (Northern Energy & Mining Inc) on its A$22million merger with Western Australia-based energy group Aviva Corp. The firm carried out due diligence and negotiated the terms of the merger implementation agreement, the scheme of arrangement and ancillary documents. The deal team was led by partners Robert Edel, Alex Jones and Richard Homsany.

Kim & Chang has advised Heraeus in its purchase of portions of Saint-Gobain Quartz’s global business, including its Korean subsidiary. Kyung Tae Kim lead the advisory team in this transaction.

Jong Koo Park led the Kim & Chang team advising Lifetime Studios Korea in its acquisition of certain assets of Willmake, relating to the dress-up game and studio business of the company by way of an asset transfer.

Kim & Chang advised Plextronics Inc in its establishment of KNP Energy Co Ltd, a joint venture entered into by the company with Korea Parts & Fasteners Co. The joint venture reflects a new partnership to facilitate technological cooperation in the general areas of solar technology and processes involving photovoltaic fabrication. Hyun Ho Eun led the team advising on the transaction.

Luthra & Luthra Law Offices has represented DLF Retail Brands in its transaction with the Luxottica Group involving a franchise arrangement for the retail of multi brand eyewear products and opening of retail stores across India. Partners Samir Dudhoria and Alina Arora led the advisory team.

Deals – 20 November 2008

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DLA Piper has advised Standard Chartered Bank HK on the financing of ‘Rain Fall’, a thriller set in Japan. It is one of the first Japanese film productions to use Western style financing, including a completion bond.

Gilbert + Tobin has advised Westpac Banking Corp on its A$47 billion merger with St George Bank, completing the largest corporate merger in Australia’s history. The firm was the sole legal advisor to Westpac on the merger. M&A partners Gary Lawler and John Williamson-Noble and competition partners Gina Cass-Gottlieb and Luke Woodward led the team advising on all legal aspects of the merger.

Kim & Chang represented Japanese sporting goods company Snow Peak Inc in its acquisition of C&C Korea. Partner Yong-Kap Kim led this transaction, which was structured as a purchase of assets and assumption of liabilities.

Khaitan & Co has advised NTT DOCOMO as Indian legal counsel in their investment of US$2.7 billion into Tata Teleservices, India. Partner Upendra Joshi led the team advising the company.

KhattarWong has acted for King’s Safetywear Ltd in a voluntary cash offer by Safe Step Group Ltd. The value of the transaction, assuming full acceptance of the offer, will be approximately S$103 million. Partner Yang Eu Jin led the team advising the company on this transaction.

Minter Ellison acted as Australian counsel to Suntory Ltd in its successful competitive bid for the international business of Frucor Beverages Group Ltd (NZ). The vendor was Groupe Danone SA, through its wholly-owned subsidiary, Danone Asia Pte Ltd. Key partners involved in the transaction included Russell Miller (competition and regulatory, Canberra), James Philips (M&A, Sydney), Costas Condoleon (M&A, Sydney) and Paul Schoff (competition and regulatory, Sydney).

Orrick has advised Korea Development Bank (KDB) and BNP Paribas on a $150 million financing deal. The transaction represented the first offshore financing project for KDB. The team was led by Tokyo global finance partner Eugene Chang, and included London global finance partner Alex Janes.

Paul, Hastings, Janofsky & Walker has successfully defended Korean pharmaceutical company Dong-A Pharmaceutical Co Ltd in an international arbitration brought by a US biotech venture. The claim sought damages in excess of $100 million. Washington DC partner Scott Flicker led team, which also included partners George Graff, Hamilton Loeb, Daniel Kim and Jong Han Kim.

Paul, Hastings, Janofsky & Walker has advised Enric Energy Equipment Holdings Ltd on the expansion of its transportation, storage and equipment business through acquisitions in China and Europe, totalling US$1.1 billion. The team was led by partners Raymond Li and Phoebus Chu.

Paul, Weiss, Rifkind, Wharton & Garrison LLP represented advertising agency mcgarrybowen in its acquisition by Dentsu Holdings USA Inc. The team included corporate partners Steven Williams and Toby Myerson, and tax partner Jeffrey Samuels.

Skadden represented Sumitomo Mitsui Banking Corporation in its business alliance with the Bank of East Asia, the largest independent local bank and the third largest bank in Hong Kong. The team was led by partners Mitsuhiro Kamiya in Tokyo, Nicholas Norris in Hong Kong, and William J Sweet in Washington DC.

Skadden has represented NTT DOCOMO as international counsel in its $2.7 billion strategic investment in Tata Teleservices Ltd, representing a 26 percent stake in the private Indian telecommunications company. Under the terms of the deal, DOCOMO acquired 20 percent of the telecommunications business unit of Tata Group through a subscription of newly issued shares and purchased another 6 percent from existing shareholders. Partners Nobuhisa Ishizuka (Tokyo) Ken King (Palo Alto) Warren Lavey (Chicago) Dana Freyer and Karyl Nairn (London) were active in the transaction.

Stephenson Harwood has advised ING Bank NV on the financing of the Hua San, the world’s first very large crude carrier built to Common Structural Rules. The vessel is the largest by weight ever to be built in China. Martin Green, partner in the firm’s Singapore office, led the transaction.

Yulchon advised the Export-Import Bank of Korea (KEXIM) in the financing for the construction of 7 container vessels to be delivered and bareboat chartered to CMA GSM involving transactions through French Tax lease structure. KEXIM played a major role as an export credit provider for approximately 30 percent of the total financing through KEXIM Bank (UK) Ltd.

Deals – 27 November 2008

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Allens Arthur Robinson has advised St George Bank on its successful A$67 billion merger with Westpac Banking Corp by way of scheme of arrangement. This is the largest banking merger ever conducted in Australia. Partner Ewen Crouch lead the team working on the transaction, which involved key partners Victoria Poole and Jeremy Low on the M&A and capital markets aspects, Fiona Crosbie and Jacqueline Downes on ACCC aspects and Richard Harris on the court approval process.

Allen & Gledhill LLP has advised Macquarie Bank Ltd and Macquarie Real Estate Singapore Pte Ltd in the acquisition by YTL Corp Berhad of shares in Macquarie Prime Real Estate Investment Trust and Prime REIT Management Holding. The aggregate value of the upfront consideration in the deal was S$285 million, making it the largest REIT M&A in the nation thus far. Partners Andrew M Lim and Christopher Koh led the team advising on the transaction.

Allen & Gledhill LLP have advised Pacific Century Regional Developments Ltd, one of four entities in the joint proposition, in the privatisation of PCCW Ltd by way of scheme of arrangement. The scheme will involve cancellation of a portion of the ordinary shares in the company in exchange for cash, and is subject to the approval of the High Court of Hong Kong, shareholders in each entity and other regulatory approvals. Partner Lim Mei led the advisory team.

Clifford Chance has advised China Development Bank as the mandated lead arranger of the financing for a new pipeline that will deliver natural gas from Central Asia to China. The 1,818km pipeline is part of the Central Asia-China pipeline and is expected to cost US$11 billion. The advisory team comprised members of the firm’s Asian energy and infrastructure group, including partner Geraint Hughes, and partner Bruce Schulberg in Beijing.

Clifford Chance has advised JP Morgan Securities Ltd as the dealer manager on the first public tender offer for exchangeable bonds in the Asian markets since the start of the current financial crisis. The tender offer was made by Korean chemical and construction materials manufacturer KCC Corp, and was structured as a reverse book-build where investors were asked to submit bids specifying a price at which they would accept a repurchase of their exchangeable bonds. Partner Connie Heng led the advisory team in the transaction.

Luthra & Luthra has represented DLF Retail Brands Private Ltd in their franchise arrangement wherein an exclusive right was granted to an entity in the DLF group for the retail of eyewear products in India. Partner Samir Dudhoria led the transaction team, whose role included drafting, review and negotiation of the franchise agreement and dealership agreements.

Luthra & Luthra has advised GMR Group on the documentation of contracts for the construction of a 1050 MW coal based power plant in the State of Orissa. Practice group head Pranjal Bora and partner Sameen Vyas advised on the transaction.

Milbank, Tweed, Hadley & McCloy LLP has advised PT Mitra Rajasa Tbk on its US$638 million leveraged buyout of Indonesia’s largest onshore and offshore driller, PT Apexindo Pratama Duta Tbk. David Zemans, managing partner of Milbank’s Singapore office, led the transaction, which involved multiple stakeholders.

Nishith Desai Associates acted as legal and tax counsel to Frasers Hospitality in their signing of contracts with the Skyline Group and Minerva Group conducted as the precursor to the opening of Frasers Serviced Apartments in Bangalore.

Paul, Hastings, Janofsky & Walker has advised First Gas Power Corp in the US$544 million refinancing of the 1,000 MW gas-fired Santa Rita power project in the Philippines. Corporate partner Tan Openshaw led the transaction team.

Watson, Farley & Williams has advised Commerzbank AG in relation to a term loan and revolving credit facility of up to US$103.5 million to subsidiaries of Rickmers Maritime. The Singapore team advising on the transaction was led by partner Madeline Leong.

Watson, Farley & Williams LLP has acted for HSH Nordbank AG on a US$35 million financing facility for bulk carriers to Tolani Shipping. The transaction, which involved Indian legal issues related to the registration and terms of the security package, was led by partner Madeline Leong.

Deals – 4 December 2008

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Clifford Chance has advised Grosvenor Ltd on its first joint venture with Vega Property Group to establish the US$250 million Grosvenor Vega China Retail Fund LP. Key Hong Kong corporate partners involved in the transaction included James Walker, Matthias Feldmann and Elizabeth Mifsud.

Fried, Frank, Harris, Shriver & Jacobson LLP (in association with Huen Wong & Co) represented Chow Tai Fook Group in its HK$505 million acquisition of Peace Mark’s luxury watch retail network. Corporate partners Joseph Lee and Richard Steinwurtzel, and finance partner William Yoo, were active in the transaction. Lovells acted for the Provisional Liquidators of Peace Mark in the transaction. The Lovells advisory team included Neil McDonald, Timothy Sackar, Jennifer Lam and Rachel Lao.

Partner Jack Su led the JSM team in advising Aqua Resources Fund Ltd (Aqua) on its first investment and international joint venture with the Ranhill Group, to form Ranhill Water Technologies (Cayman) Ltd. The new joint venture will invest in water and wastewater operations in the PRC and Thailand. Aqua will invest US$12.5 million for a 45 percent interest in RWT Cayman.

Khaitan & Co advised Blackstone in its acquisition of a majority stake in Mumbai-based CMS Computer. The transaction also involved the set-up of a new company by carving out the IT infrastructure management and the outsourced business services division. Haigreve Khaitan and Rabindra Jhunjhunwala were lead partners on the transaction.

Kim & Chang advised Townsend Advanced Energy Inc in its acquisition of a 48 percent interest in KOKAM Co Ltd. Key partners to the transaction were SY Park and BD Lee.

Kim & Chang acted as Korean legal counsel to the managers in the successful issuance of asset backed securities by Frontier 11th Securitization Specialty Co Ltd. This issuance was structured as a domestic securitization transaction by Samsung Card Co Ltd and raised ₩400 billion in difficult market circumstances. Partner YH Kim led the advisory team on the transaction.

Kim & Chang represented Doosan Infracore in their acquisition of 100 percent of the shares in Moxy Group Companies in Norway, the UK and the US. Key partners to the transaction were SY Park and TG Roh.

Lovells acted as international legal counsel to UK listed Salamander Energy plc and US company Murphy Overseas Ventures Inc in their recent successful bids for oil and gas exploration rights in Indonesia. The team advising the bidders was led by partner Brad Roach.

O’Melveny & Myers represented GST Holdings Ltd as its M&A counsel in a takeover bid from United Technologies Far East Ltd for all of GST’s outstanding shares and options, other than the shares already held by bidder. The total consideration payable by to complete the takeover bid was approximately HK$1.93 billion or US$247 million. In Hong Kong, the advisory team was led by partner Colin Law.

Orrick, Herrington & Sutcliffe LLP has advised global container terminal operator COSCO Pacific Ltd in securing a concession agreement with Piraeus Port Authority SA to develop and operate Piers 2 and 3 at the port of Piraeus in Greece. Christopher Stephens, the firm’s managing partner for Asia and China team leader was lead partner on the transaction.

Rajah & Tann LLP acted as counsel to ETLA Ltd in the proposed merger between ETLA and ElectroTech Investments Ltd. The shareholders of ETLA will receive new shares in the capital of ElectroTech Investments Ltd as consideration for the scheme. Sin Chei Liang led the advisory team on the transaction, which was valued at approximately S$30.05 million.

Rajah & Tann LLP acted as local counsel to Kulicke & Soffa Industries Inc in the US$165 million sale of their wire business unit to German metals and technology group WC Heraeus GmbH. Partner Regina Liew advised on the transaction.

Shearman & Sterling has advised Abu Dhabi investors on their subscription of £3.25 billion mandatorily convertible notes, reserve capital instruments and warrants in Barclays plc. The advisory team was led by partners Philip Dundas, Laurence Levy and Tim Pick, and included partners Patrick Clancy, Kenneth Lebrun, Barney Reynolds, Josanne Rickard, Bradley Sabel, Iain Scoon and Thomas Wilner.

Zul Rafique & partners has represented Iskandar Malaysia in the negotiations with Newcastle University on the setting up of the Newcastle University Medicine Malaysia in the nation’s latest education hub, Educity in Johor. The development corridor is about three times the size of Singapore and is expected to be completed in 20 years. The partners involved in the project were Tunku Alizan RM Alias and Ermira Faridah Mohd Said.

Deals – 11 December 2008

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Baker and McKenzie have advised Australian Drilling Solutions on the acquisition of two new companies. The acquisition of 100 percent of the shares of Colby Corp, and the acquisition of the business and assets of Peak Drilling. Bryan Paisley, partner, led the firm’s banking and finance team in the transaction.

Clifford Chance partner Geraint Hughes led the team advising Thailand’s Electricity Generating Public Co Ltd on its purchase of a 23.4 percent equity interest in the Quezon Power Project in the Philippines.

Habib Al Mulla & Co acted on behalf of Takaful House PJSC of Dubai in connection with its IPO and Dubai Financial Market listing for a total of AED100 million. Takaful transactions, Shariah-compliant Islamic Insurance, represent an industry in which world-wide contributions are expected to exceed AED25 billion by 2010. Partner Mazen Boustany led the transaction.

Herbert Smith has advised Friends Provident plc on the acquisition of a 30 percent stake in AmLife Insurance Berhad for £30 million. Singapore corporate partner Veronica O’Shea led the transaction.

Kim & Chang acted as Korean legal counsel to Asset Securitisation Specialty Co Ltd in its successfully issued asset backed securities in the amount of ₩350 billion. Partner YH Kim led the firm’s advisory team on the transaction, which was structured as a domestic securitization transaction of credit card receivables.

Nishith Desai Associates acted as Indian counsel for BlackRock Inc in its acquisition of DSP Merrill Lynch Ltd’s 40 percent stake in DSP Merrill Lynch Fund Managers Ltd through its subsidiary, BlackRock Singapore Pte Ltd,

Paul, Hastings, Janofsky & Walker has advised Energy Development Corp on its US$80 million working capital facility with International Finance Corp. Patricia Tan Openshaw led the firm’s advisory team on the transaction.

Skadden has advised NASDAQ listed IAC/InterActive Corp on the US$493 million sale of its 30 percent interest in Jupiter Shop Channel to affiliates of Sumitomo Corp. Nobuhisa Ishizuka led the team advising the company.

Yulchon represented Lotte Shopping Co Ltd and its affiliates in their acquisition of 100 percent of the issued and outstanding shares of PT Makro Indonesia. The sellers were SHV Interholding AG, a Swiss company, and three other minor shareholders. Partner Hee Woong Yoon was lead advisor on the transaction.

Deals – 18 December 2008

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DLA Phillips Fox has advised HeartWare Ltd on its redomiciliation in the US, which saw HeartWare International Inc become the new parent company of the HeartWare Group. The transaction also involved admitting HeartWare International to the ASX and listing its common stock in the form of CHESS Depository Interests. Australian partners David Morris and Catherine Merity led the transaction alongside Marjorie Adams and Steven Wasserman in New York.

Drew & Napier LLC advised SGX-Listed Eng Wah Organisation Ltd on a S$675 million reverse takeover of Transcutaneous Technologies Inc. Pursuant to the reverse takeover, Eng Wah conducted a capital reduction exercise as well as a series of disposals of its existing assets and businesses, which were taken private. Directors Sin Boon Ann and Tony Toh advised Eng Wah Organization in relation to the reverse takeover as well as the capital reduction and disposals.

Gide Loyrette Nouel has advised the Citélum Group on the successful negotiation of a scheme for the comprehensive management of urban lighting in Kunming Municipality, Yunnan Province. This urban lighting public private partnership is the first of its kind in China, and includes a strong commitment to meet significant energy saving targets. The Beijing based team, led by partner Stephane Vernay, advised Citélum in structuring the deal, drafting the project documentation and concluding the negotiations.

Gide Loyrette Nouel has advised Veolia Transport regarding the establishment of a joint venture with Nanjing Zhongbei, a PRC company listed on the Shenzhen stock exchange with a majority ownership by Nanjing Municipality. Hong Kong office manager Rebecca Silli led the team assisting Veolia in the due diligence, drafting and negotiation of the joint venture’s contract documentation.

JSM advised the sole shareholder of Cytech Technology Ltd in selling its entire issued share capital to Macnica Inc, a company listed on the Tokyo Stock Exchange. The transaction involved the acquisition of Cytech and its PRC subsidiaries, and was valued at US$55 million. Lead Partners on the transaction included Hannah Ha and Julie Zhang on tax aspects and Hong Tran on employment issues

Nishith Desai Associates acted as legal and tax counsel for IL&FS Investment Managers Ltd in the final close of the IL&FS India Realty Fund II. The fund raised US$895 million, exceeding its target of US$750 million.

Nishith Desai Associates acted as legal counsel for Valiant Mauritius Partners FDI Ltd in their investment of 1 billion Indian rupees (approximately US$22 million) into Spandana Spoorthy Financial Ltd, a microfinance company based in Hyderabad.

Watson, Farley & Williams acted for a syndicate of lenders led and arranged by DVB Group Merchant Bank (Asia) Ltd, Skandinaviska Enskilda Banken AB (Publ), Singapore branch and Bayerische Hypo Und Vereinsbank AG, Singapore branch in relation to certain pre-delivery and post-delivery loan facilities made available to two subsidiaries of North China Shipping Holdings Co Ltd in respect of financing the acquisition of two VLCC new buildings currently being built by Dalian Shipbuilding Industry Co. The transaction involved several jurisdictions and was led by international finance partner Madeline Leong.