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Deals – 1 September 2006

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Herbert Smith has acted for Hong Kong-listed Huabao International Holdings on its HK$4 billion (US$515 million) acquisition of Chemactive Investments, a leading flavours and fragrances company. The acquisition was completed in August following shareholders’ approval. With this acquisition, Huabao International becomes one of the leading flavours and fragrances companies in the PRC.

Allen & Overy, Shook Lin & Bok Joint Law Venture advised the Asian Development Bank (ADB) and a group of international commercial banks (BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ, Fortis Bank, ING Bank, Mizuho Corporate Bank, Sumitomo Mitsui Banking Corporation and Standard Chartered Bank) on the financing of the Tangguh LNG project in Indonesia. The total development costs for the project are around US$5 billion, up to approximately US$1.4 billion of which will be funded in aggregate by ADB and the international commercial banks. Tangguh LNG will become the third major LNG facility in Indonesia when construction is completed in 2008.

Linklaters has advised Huneed Technologies, a Korean manufacturer of military communications systems, on a strategic alliance with The Boeing Company. Boeing has made a minority investment in Huneed which makes Boeing the second largest shareholder of Huneed and forms an alliance marrying Boeing’s 20 years of commercial aircraft and military equipment history with a company specialising in battlefield communications radios, Korean-language cryptographic equipment, software development and command and control systems. Huneed also provides microwave equipment to Korean telecommunications companies.

Herbert Smith has advised First Choice Holidays PLC, a London-listed international leisure travel company, on its acquisition of the Pacific World Group of companies. This acquisition represents the company’s entrance into the Asia Pacific market. Pacific World is the leading conference and events service provider to the Asia corporate market. The company also provides cruise line and travel services. The transaction involves multiple jurisdictions including Hong Kong and Singapore.

Simmons & Simmons together with its Japanese associate, Japanese law firm TMI Associates, has advised Tokyo-listed Uniden Corporation, a company specialising in the development and manufacture of radio communications equipment, on its HK$143.5 million subscription for new shares in SunCorp Technologies Limited, representing approximately 20 percent of the issued share capital of SunCorp. Under the terms of this new alliance, the two groups will combine their purchasing and manufacturing activities providing one of the largest forces in the industry.

Deals – 30 November 2006

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Johnson Stokes & Master has acted for AIF Capital, one of the largest Asia-based independent private equity firms, in its investment in an operation engages in the manufacturing of copper related products in the People’s Republic of China. AIF took approximately 23 percent equity interest in the target company for a consideration of up to US$14 million.

Freshfields Bruckhaus Deringer has advised Shimao Property Holdings on a US$600 million high yield bond offering. The firm has also advised Sime Darby on its joint sale of shares (together to Thameswater, Temasek and Hong Kong Land) in China Water Company to Biwater BV.

Azmi & Associates has acted as solicitors for Pembangunan Ekuiti Sdn Bhd, an investment manager in the setting up of a private equity fund company to pool funds in the amount of Ringgit Malaysia One Billion (USD274.48 Million), known as SME Growth Acceleration Fund which will participate in the accelerated growth of privately-owned small and medium enterprises in the areas of manufacturing and services including oil and gas product and services, food processing and distribution, ICT products and services, components manufacturing and assembly and general services.

Johnson Stokes & Master has acted for Convenience Retail Asia Limited, operator of the Circle K convenience stores in Hong Kong and on the Chinese Mainland in its proposed acquisition of 100 percent shareholding in Saint Honore Holdings Limited. Saint Honore is engaged in the manufacture of bakery products and the operation of a retail chain of bakeries in Hong Kong, Macau and China with a retail network of 85 outlets.

DLA Piper has advised the Methanex Corporation, a global leader in the production and marketing of methanol, on the equity option and guarantee part of a long term contract with China’s XinAo Group to supply 300,000 tonnes per year of methanol, starting in late 2007, for a di-methyl ether (DME) plant being built near Shanghai. The option allows Methanex to take an equity stake of up to 20 percent of the facility. DME, which is produced from methanol, can be blended up to 20 percent with liquefied petroleum gas and used for household cooking and heating. DME can also be used as a clean substitute to diesel in transportation and as a clean fuel for power generation.

Slaughter and May has advised China CITIC Group Company (CITIC Group) on the sale of stakes in its PRC subsidiary, China CITIC Bank, and its Hong Kong listed subsidiary, CITIC International Financial Holdings (CIFH), to Banco Bilbao Vizcaya Argentaria SA (BBVA), the second largest bank in Spain. This is the largest investment by a Spanish company in the PRC and Hong Kong to date. Slaughter and May also advised CITIC Group in relation to the issue of shares by its PRC banking subsidiary, China CITIC Bank, to its Hong Kong listed subsidiary, CIFH. The value of the consideration, which will be paid in cash, will be calculated according to a formula and, based on certain assumptions, the maximum amount is currently estimated to be approximately HK$7,196 million (US$925 million).

Morrison & Foerster has represented Time Share Media Co Ltd (TSM) in its US$20 million financing from The Carlyle Group. TSM is a China-based advertising and media company that specialises in providing outdoor advertising services.

Herbert Smith’s associated firm in Indonesia, Hiswara Bunjamin and Tandjung (HBT) has advised CITIC Resources on the acquisition of a 51 percent majority interest in an Indonesian oil field for US$97.4 million. CITIC Resources entered into an agreement with Kuwait Foreign Petroleum Exploration Co to buy part of its stake in the Seram Non-Bula Block PSC on Seram Island in East Indonesia. Under the agreement CITIC Resources will also become operator. This purchase gives CITIC Resources oil exploration and production rights through until 2019.

Slaughter and May has advised Morgan Stanley & Co International Limited, the placing agent, in relation to a placing of 466.8 million existing shares in Agile Property Holdings Limited at HK$6.80 per share, representing approximately 13.47 percent of the existing shares in issue, by its controlling shareholder, Top Coast Investment Limited. The placing will be followed by a subscription of 280.4 million new shares by Top Coast Investment Limited. The consideration for the placing was approximately US$407 million.

Deals – 15 September 2006

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Colin Ng & Partners’ real estate team has acted for Lend Lease in their successful tender for Somerset Central retail site. The record offer of S$617.2million saw the purchase of the development site on Orchard Road, Singapore’s busiest shopping area. The proposed shopping mall at Somerset Central is due to be completed in December 2009. Lend Lease is one of the world’s leading international retail and residential property groups and has a presence in over 33 countries, with regional hubs in the UK, Australia and the US.

Bird & Bird has advised on AIM listed cash shell and California based, West 175 Media Inc, on a reverse merger with Hightex International and SolarNext to create a new holding company, Hightex Group Plc. The transaction was effected through a US style merger. On completion of the merger, the enlarged Hightex was admitted to trading on AIM with a market capitalisation of approximately £12million.

Jones Day has advised Fang Brothers Investments Limited in the HK$1.14 billion sale by subsidiary CS Investment (CS) of a 50 percent interest in Times Supermarket Limited (Times) to Wumart Stores, Inc. (Wumart), Beijing’s largest supermarket chain. Upon completion of the transaction by December 31, 2006 CS and Wumart will each own 50 percent of the total equity interests in Times respectively and Times will become an associated company of Wumart.

Allen & Overy Shook Lin & Bok Joint Law Venture in Singapore and Allen & Overy LLP London offices advised arrangers Barclays Capital, Citibank N.A., DBS Bank Ltd, HSBC Bank plc and The Royal Bank of Scotland plc on the GBP368 million bid finance facility for the acquisition of gaming operator, Stanley Leisure plc, by Genting International Investment (UK) Limited, a wholly owned subsidiary of Genting International PLC..

Jones Day recently advised Fang Brothers Investments Limited in the HK$1.14 billion sale by subsidiary CS Investment (CS) of a 50 percent interest in Times Supermarket Limited (Times) to Wumart Stores, Inc (Wumart), Beijing’s largest supermarket chain. The transaction completion date is expected to be on or before December 31, 2006.

Linklaters has advised Lehman Brothers on the establishment of China’s first QDII investment fund with Hua An Fund Management Co, Ltd, China’s first asset manager to be granted Qualified Domestic Institutional Investor (QDII) status. This is the first foreign currency-denominated fund to be offered in China allowing domestic Chinese investors access to offshore investments.

Latham & Watkins LLP represented New Oriental Education & Technology Group Inc in connection with its initial public offering of 8,625,000 American Depository Shares (“ADSs”), representing 34,500,000 common shares, and listing on the New York Stock Exchange. The offering raised US$129.4 million. Credit Suisse and Goldman Sachs acted as the joint bookrunners for the offering. New Oriental Education & Technology Group is the largest provider of private educational services in China.

Simmons & Simmons has advised the Morgan Stanley Real Estate’s MSREF V International-led consortium on the HK$2.258bn (circa £153m) acquisition, financing and management of Hang Seng Bank’s Central property, their third major acquisition in Hong Kong this year.

Deals – 23 November 2006

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Baker & McKenzie has advised CapitaLand China Holdings in its agreement to acquire (through its wholly owned subsidiary, CapitaLand LF (Cayman) Holdings) an effective 29.75 percent stake in Central China Holdings Group for a total consideration of RMB601 million (US$73 million). CapitaLand LF (Cayman) Holdings also has the option to further increase its stake to over 40 percent by way of subscribing for new shares in Central China Holdings Group for RMB500 million (US$60.2 million). The acquisition heralds CapitaLand’s entry into the central China residential market.

Herbert Smith has advised China Paradise Electronics Retail Limited on the voluntary conditional offer by GOME Electrical Appliances Holding Limited to acquire all issued share capital of China Paradise. The cash and securities exchange offer was valued at approximately HK$5.2 billion (US$668 million). The merged group, which is now worth more than HK$19.6 billion (US$2.52 billion), will become the largest home appliances and consumer electronics retailer in the PRC with a network of more than 560 stores nationwide including stores in Beijing and Shanghai. This deal was groundbreaking in that it was the first time two PRC retailers merged through the use of an exchange offer in Hong Kong.

O’Melveny & Myers has advised Novartis Institutes for BioMedical Research, the Research & Development arm of Novartis Group on the establishment of an integrated biomedical R&D centre in Shanghai Zhangjiang Hi-Tech Park, which will become an integral part of the Novartis Group’s global research and development network. The establishment of this US$100 million strategic site will enable further expansion of the strong network of existing R&D alliances that Novartis has in China.

DLA Piper has advised China’s Qihoo Technology Company Ltd, a leading provider of search solutions for internet and mobile platforms, in its Series B financing involving American venture capital giants Highland Capital Partners, Redpoint Ventures, Seqoia Capital, Matrix Partners and IDG Ventures. The total amount of the financing has not been disclosed. Qihoo, founded in September 2005, is a specialised search engine and personalised aggregation portal optimised for user-generated content discovery, aggregating content from news sources, blogs, online communities, bulletin board services, video and photo sites.

Clayton Utz has advised on all aspects of the tender process for the NSW Government’s landmark A$3.6 billion (US$2 billion) RailCorp Rollingstock private-public partnership (PPP) project. The tender process began in May 2004 and culminated in the announcement this month of the Reliance Rail consortium, comprising Downer EDI, AMP Capital, ABN AMRO and Babcock & Brown, as the preferred bidder. The project is the biggest privately financed PPP project being undertaken in Australia and the biggest rollingstock acquisition in the country’s history.

Latham & Watkins LLP has acted as international counsel to the underwriter in connection with the S$355 million (approx US$227 million) initial public offering by Gems TV Holdings Limited. Gems TV, an integrated manufacturer and retailer of gemstones, is the UK’s leading dedicated television home shopping retailer of coloured gemstone jewellery. The shares are listed on the Singapore Stock Exchange.

Allen & Overy has acted for PTT Public Company Limited on the borrowing of a US$300 million club loan with the tenor of seven years, as PTT’s first major club loan in the last five years. The mandated lead arrangers are The Bank of Tokyo-Mitsubishi UFJ Ltd, Sumitomo Mitsui Banking Corporation, Barclays Capital and Mizuho Corporate Bank Ltd. The original lenders include The Bank of Tokyo-Mitsubishi UFJ Ltd (Singapore Branch), Sumitomo Mitsui Banking Corporation (Hong Kong Branch), Barclays Bank PLC and Mizuho Corporate Bank Ltd (Singapore Branch) and the facility agent is The Bank of Tokyo-Mitsubishi UFJ Ltd. PTT will use the loan to finance its investment plans to serve as working capital and/or to refinance its existing debt.

Deals – 7 December 2006

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O’Melveny & Myers has advised Orient Overseas (International) Limited (OOIL) in the US$2.35 billion sale of its Terminals Division to Ontario Teachers’ Pension Plan Board. The transaction represents a very substantial disposal for OOIL, and is subject to OOIL shareholders and regulatory approvals. The consideration was determined through an open bidding process. UBS acted as the sole financial adviser to OOIL on the transaction.

Latham & Watkins LLP has acted as international counsel to the joint bookrunners in connection with the US$1.6 billion sponsored American depositary shares offering by the Indian issuer, Infosys Technologies Limited. Infosys Technologies, based in India, are a leading global technology services firm. The ADSs are listed on the Nasdaq. Latham advised on Infosys Technologies US$1 billion ADS offering in 2005 and also advised on India’s largest equity offering of 2005, the US$1.75 billion combined equity offering by ICICI Bank Limited.

Herbert Smith has advised Morgan Stanley and Goldman Sachs as joint lead managers on a US$600 million high-yield bond offering by Shimao Property Holdings, a leading real estate developer in China. The offering is China’s largest corporate bond deal in the last 10 years and the largest ever for a private Chinese company. The Rule 144A/Regulation S transaction included a number of complexities, including fixed and floating rate tranches having varying maturities and redemption rights.

Lovells has acted for the SOFTBANK Group on its landmark refinancing, by securitisation, of the record-breaking leveraged buy out earlier this year of Vodafone Group PLC’s Japanese business. The ¥1,441.9 billion (US$12.5 billion) whole business securitisation saw the creation of two broad classes of debt. A special purpose vehicle was used to raise the funds and, after costs, expenses and reserves, on-lent the proceeds to SOFTBANK Mobile Corp pursuant to an asset-backed loan. The structure is supported by and highly dependent upon the cash flow and other assets of SOFTBANK Mobile Corp’s mobile telephone business. The principal lead arrangers for the transaction were Citibank NA, Tokyo Branch, Mizuho Corporate Bank Ltd and Deutsche Bank AG.

Freshfields Bruckhaus Deringer has advised Goldman Sachs, as the placing agent on the US$90 million (HK$694 million) placing of 100,000,000 shares by COFCO International. The firm has also advised ABN Amro, as the placing agent on the US$32 million (HK$254 million) placing of 800,000,000 shares by Shanghai Zendai Property, and 3Com on its acquisition of Huawei Technologies’ 49 per cent stake in Huawei-3Com for US$882 million.

Johnson Stokes & Master has acted for Swiss security technology firm, Kaba Holding AG, in relation to the acquisition of 80 percent of the Wah Yuet Group from KS Ng, its founder and sole shareholder. Situated in Taishan City, Guangdong Province, the company has ground space of 280,000 square metres and employs approximately 4,000 staff. As part of the deal, the vendor acquired Kaba shares worth US$48 million.

Baker & McKenzie has advised ARA Asset Management (Prosperity) Limited , the Manager of Prosperity Real Estate Investment Trust on its proposed acquisitions of two properties in Hong Kong – the first post-IPO property acquisitions undertaken by a Hong Kong-listed REIT. In two separate transactions, Prosperity REIT has entered into sale and purchase agreements to acquire the entire 10th floor and parts of the 26th floor of Prosperity Center, a 26-storey industrial/office building in Kwun Tong, Kowloon. Subject to completion of both the acquisitions, Prosperity REIT’s undivided ownership interest in Prosperity Center will increase to approximately 53.4 percent.

Latham & Watkins LLP has acted as international counsel to the joint bookrunners and underwriters in connection with the US$228.8 million sponsored American depositary shares offering by the Indian issuer, Dr Reddy’s Laboratories Limited. Dr Reddy’s is a global pharmaceutical company, producing active pharmaceutical ingredients and intermediates, finished dosage forms and biotechnology products which are marketed globally. The shares are listed on the New York Stock Exchange.

Heller Ehrman has assisted China-based client Duoyuan Digital Printing Technology Industry Co Ltd in the reverse takeover of Asian Financial Inc. The reverse takeover was accomplished through an equity transfer agreement whereby Duoyuan Investments Limited (DIL), a British Virgin Islands corporation, transferred all of its equity interest in Duoyuan China to Asian Financial for approximately 90 percent of Asian Financial’s shares. As a result of the Equity Transfer, Duoyuan China became the wholly owned subsidiary of Asian Financial, and DIL became the parent company of Asian Financial.

Lovells Lee & Lee in Singapore acted for Banc of America Securities Limited in its arranging of a US$150,000,000 two-year syndicated term loan facility to ICICI Bank Limited of India. The syndicate of lenders comprised 13 banks.

Cleary Gottlieb has represented ABN Amro Rothschild, Credit Suisse, Deutsche Bank and JPMorgan as joint bookrunners in Korea Electric Power Corporation’s offering of ¥60.8 billion of zero coupon convertible notes due 2011 and €401.7 million (approx US$ 535.18491) of zero coupon convertible notes due 2011. The notes are listed on the Singapore Stock Exchange. Korea Electric Power Corporation, also known as KEPCO, is the only company engaged in the transmission and distribution of electricity in Korea. Proceeds from this offering were used to purchase shares of KEPCO from the Korean Government.

Paul, Hastings, Janofsky & Walker has represented UBS and Jakarta-based securities firm Danareksa, the lead arrangers on PT Perusahaan Listrik Negara’s (PLN’s) US$1 billion Reg-S/144A international high yield bond offering. The offering was structured into two tranches, US$450 million five-year bonds and US$550 million 10-year bonds, which priced at a yield of 7.4 percent and 7.9 percent respectively. This deal marks Indonesia’s largest international corporate debt sale and is one of the largest corporate high yield issuances in Asia to date.

Allen & Overy has advised HSBC Bank plc as arranger and dealer in connection with the establishment of a US$5 billion Trust Certificate Issuance Programme established by Abu Dhabi Islamic Bank PJSC. The first issue under the programme, a US$800 million debut Islamic sukuk issue, has recently been announced. The programme breaks new ground as the first sukuk programme to be established in the United Arab Emirates and the largest programme (whether conventional or Islamic) to be established in the region. It is also the first sukuk programme to be listed on the London Stock Exchange.

Skadden has represented China CITIC Bank (CITIC Bank) in the strategic investment in CITIC Bank by Banco Bilbao Vizcaya Argentaria SA (BBVA), the second largest bank in Spain. CITIC Bank is the seventh largest commercial bank in China by assets. Pursuant to the strategic investment agreements, CITIC Bank’s principal shareholder, China CITIC Group, will sell to BBVA a 5 percent stake in CITIC Bank for €504 million (approx US$671.4 million) and grant BBVA an option to buy another 4.9 percent stake in CITIC Bank.

Morrison & Foerster has represented Golden Harvest Entertainment in an agreement reached for the 91 million Malaysian Ringgit (US$24.2 million) sale of its 40.22 percent stake in Golden Screen Cinemas Sdn Bhd, a major film distributor and cinema operator in Malaysia. Founded in 1970, Golden Harvest Entertainment is influential in the Chinese film and entertainment industry with businesses ranging from film production, distribution to exhibition and financing, and commands the leading position in Chinese-language film distribution and cinema operation in Hong Kong and Southeast Asia. Due to the size of the transaction and Malaysian legal restrictions on foreign ownership, closing of the transaction is subject to shareholders’ approval and regulatory consent.

Skadden has represented MNTC in the refinancing of existing project debt of the North Luzon Expressway rehabilitation/expansion project. The refinancing involved a fixed rate corporate note issue, as well as five bank loans. There were 23 participating lenders, consisting of multilateral financial institutions, international banks, local trust groups, and insurance companies. The firm as also represented the underwriters, led by JP Morgan Securities Ltd, in the initial public offering of shares and concurrent listing on the Hong Kong Stock Exchange by Computime Group Limited, a leading Asia-based provider of electronic control and automation devices and solutions.

Slaughter and May has advised Morgan Stanley Dean Witter Asia Limited, financial adviser to The Hong Kong and China Gas Company Limited in relation to the conditional acquisition by Panva Gas Holdings Limited of equity interests in 10 PRC piped gas companies from Towngas and the assignment of shareholder loans due from the target companies to Towngas at completion, for a total consideration valued at approximately US$483 million.

Linklaters has advised Banco Bilbao Vizcaya Argentaria (BBVA) of Spain both on its €501 million acquisition of a 5 percent stake in China CITIC Bank in the PRC and on its €488 million acquisition of a 15 percent stake in Hong Kong-listed CITIC International Financial Holdings, making a total investment of €989 million (US$1.27 billion). The deal is significant in that it is the first Spanish bank to tap into mainland China’s banking industry and the biggest outlay by a Spanish company in mainland China and Hong Kong to date. The deal gives BBVA access to corporate and retail banking markets in both China and Hong Kong.

Skadden has represented the Commonwealth of Australia as international counsel in its sale of A$13.7 billion (US$10.5 billion) shares in Telstra, Australia’s largest telecommunications carrier. The shares were sold in a global offering of instalment receipts that included a retail offering in Australia and New Zealand, a global institutional offering including a Rule 144A offering in the United States and a “public offer without listing” in Japan. In a separate transaction Skadden acted as sole international counsel and underwriters’ counsel in connection with Lanco Infratech Limited’s US$237 million initial public offering, pursuant to which securities were sold to investors in reliance on Rule 144A and Regulation S Lanco listed on the Bombay Stock Exchange and the National Stock Exchange of India. Lanco, an infrastructure development company with interests in power generation, construction and property development, operate various power projects in Ind! ia through its subsidiaries and associate companies.

Deals – 1 March 2007

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Baker & McKenzie has advised Alliance Boots plc, a leading pharmacy-led health and beauty group, on its agreement to form a 50:50 joint venture with Guangzhou Pharmaceuticals Corporation (GP Corp), the third largest pharmaceutical wholesaler in China. Alliance Boots will invest in GP Corp through a UK subsidiary, held 80 percent by Alliance Boots and 20 percent by Beijing Med-Pharm Corporation, a US-listed pharmaceutical marketing and distribution company. Alliance Boots’ partner in the joint venture is Guangzhou Pharmaceutical Company Ltd, a majority state-owned pharmaceutical enterprise which is listed on the Hong Kong and Shanghai stock exchanges, and which currently owns 90.09 percent of GP Corp.

Deacons has acted for Hong Long Holdings Limited in its Main Board red-chip listing. Hong Long Holdings, which is a leading mid-range property developer in Shenzhen, offered 250 million shares and raised HK$450 million in its red-chip IPO on the Main Board. The second largest shareholder of Hong Long is Lehman Brothers, who was the pre-IPO investor by acquiring a convertible note and a loan note from Hong Long Holdings prior to the completion of the IPO. The share offer was well received, with the public offer tranche over-subscribed by about 170 times, and with a significant portion of the international placing tranche subscribed by the US Tiger Fund. Trading commenced on 22 February, as the first listing in the Year of Pig. Deacons acted as the Hong Kong legal adviser to Hong Long Holdings in the placement of the convertible note and loan note to Lehman Brothers and the IPO.

Deacons has acted for Minmetals Resources Limited in its capital reduction. Minmetals Resources Limited, the shares of which are listed on the Main Board of the Hong Kong Stock Exchange, is a leading alumina importer in the PRC and a member of the State-owned China Minmetals Corporation conglomerate. On February 13, 2007, Minmetals Resources successfully obtained the High Court’s order confirming the cancellation of Minmetals Resources’ Special Capital Reserve Account of approximately HK$125 million and the reduction of its Share Premium Account from approximately HK$3.5 billion to approximately HK$2.7 billion. The amount of the credit arising from the capital reduction was applied to write off Minmetals Resources’ accumulated losses, thus enabling the payment of dividends by the company as and when its board considers it appropriate to do so in future.

Freshfields Bruckhaus Deringer has advised on the initial public offering of China Huiyuan Juice Group Limited (Huiyuan Juice), the leading fruit and vegetable juice producers in China, on its listing on the Hong Kong Stock Exchange. It sold 400 million shares or 26 percent of its share capital. Total proceeds from the IPO were US$307 million (HK$2.4 billion) and will exceed US$350 million should the 15 percent over-allotment option be exercised in full. The retail portion of the global offering was more than 900 times over-subscribed. Freshfields acted as Hong Kong and US counsel to UBS, the underwriters on the IPO.

Khaitan & Co has advised Hutchison Telecommunications International Limited (HTIL) in relation to sale of its entire stake in Hutchison Essar Limited (Target) the fourth largest mobile telephony company in India, which is a joint venture company wherein HTIL held about 67 percent share and the Essar Group is holding 33 percent share. Due to the lucrative business environment in India there were several high profile bidders for purchasing the stake like Reliance ADA Group, Essar Group, Hinduja Group and others. The bid was won by Vodafone Plc, the world’s largest player in the GSM mobile telephony business at a total deal value of US$19 billion approx. It the largest foreign investment in India and one of the largest ever Indian M&A transactions.

Khaitan & Co has advised JSW Steel Limited in relation to all aspects of setting up of an integrated iron and steel plant in the state of West Bengal in India along with the Government of West Bengal as its partner. The green field project is for setting up a 10 million tonnes per annum integrated iron and steel plant. The total amount of investment will be approximately INR 350 billion (US$8 billion approx). Khaitan & Co has advised clients in relation to structuring the transaction, drafting, negotiating and finalising the Memorandum of Agreement with the Government of West Bengal.

Lovells Lee & Lee in Singapore has acted for Chinatrust Commercial Bank Ltd in its arranging of a US$28,000,000 loan facility to PT Buana Finance Tbk of Indonesia secured on receivables. The borrower is one of the largest lease finance companies in Indonesia.

Johnson Stokes & Master has advised Main Board listed Asia Satellite Telecommunications Holdings Limited on its proposed privatisation by Modernday Limited by way of a scheme of arrangement announced on February 13, 2007. Modernday Limited is jointly owned by CITIC Group and GE Equity. The total amount of cash required for the proposals based on the share offer price is approximately HK$2,235 million.

Morrison & Foerster has represented China Huiyuan Juice Group Limited in its US$300 million (HK$2.4 billion) initial public offering on the Hong Kong Stock Exchange. China Huiyuan is a leading fruit and vegetable juice manufacturer in China, holding 42 percent of the market share for pure-fruit juice beverages. China Huiyuan is the largest Hong Kong IPO year to date. Trading commenced on February 23, 2007.

Skadden, Arps, Slate, Meagher & Flom has represented Macau Legend Development Limited, the owner of the Landmark Hotel, a luxury casino/hotel complex in Macau, in its negotiation with a Macau gaming concessionaire on the terms of a service agreement relating to the operations of two casinos; a US$390 million private placement of mandatorily convertible preferred shares to several private equity funds; and an agreement to acquire Macau Fisherman’s Wharf, the largest theme park and casino/entertainment complex in Macau.

Skadden, Arps, Slate, Meagher & Flom has represented Tommy Hilfiger Corporation in the approximately US$248 million sale of its global sourcing unit to affiliates of Li & Fung Limited. Tommy Hilfiger is based in New York and Amsterdam, and Li & Fung is based in Hong Kong. Tommy Hilfiger is a designer and retailer of clothing and apparel and a portfolio company of Apax Partners. Li & Fung provides retail supply chain management and logistics services. The global sourcing unit of Tommy Hilfiger finds factories to manufacture Tommy Hilfiger apparel and provides logistical services for supplying it to retailers. Tommy Hilfiger’s global sourcing offices will be integrated into Li & Fung’s sourcing units in Hong Kong, Taiwan, India, Bangladesh and Sri Lanka.

Skadden, Arps, Slate, Meagher & Flom has represented Filinvest Land, a leading mass-market residential real estate development company in the Philippines, in its approximately US$203 million follow-on offering of common shares, which are listed on the Philippine Stock Exchange, with a Rule 144A/Regulation S placement to US and international institutional investors. The proceeds include proceeds from the sale by Filinvest Land’s affiliate, Filinvest Alabang, of a portion of its common shares in Filinvest Land as well as the full exercise by the underwriter of the over-allotment option.

Sullivan & Cromwell has represented the underwriters, led by Goldman Sachs, JP Morgan Securities Inc and UBS AG, in the SEC-registered secondary offering and NYSE listing of American Depositary Shares of Mindray Medical International Limited, a leading developer, manufacturer and marketer of medical devices in the People’s Republic of China. The initial closing occurred on February 5, 2007 and the aggregate size of the offering was approximately US$277 million. S&C had previously represented the underwriters in the initial public offering and NYSE listing of Mindray in September 2006, which was the largest ever offering by a PRC company in the medical/healthcare sector.

Sullivan & Cromwell has represented Goldman Sachs as financial advisor to Hutchison Telecommunications International Limited in connection with the sale by HTIL of its 67 percent direct and indirect equity and loan interests in Hutchison Essar Limited (Hutchison Essar), one of the leading mobile telecommunications operators in India, to Vodafone Group Plc for a total cash consideration of approximately US$11.1 billion and an assumption of net debt of approximately US$2.0 billion based on an enterprise value of Hutchison Essar of approximately US$18.8 billion.

White & Case has represented the Republic of Indonesia (acting through its Ministry of Finance) in connection with the Rule 144A/Regulation S global offering of its US$1.5 billion 6.625 percent Bonds due 2037 which closed on February 14, 2007. This global bond offering by Indonesia was noteworthy for being the largest 30-year bond issuance by an Asian issuer to date, for being priced at the tightest spread above comparable US treasuries of any global bond offering by Indonesia to date and for being completed in less than six weeks. Citigroup, Deutsche Bank and UBS were the Joint Lead Managers for this offering.

Deals – 22 February 2007

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Cleary Gottlieb has served as transaction counsel in connection with the offering pursuant to Regulation S by The Export-Import Bank of Korea (KEXIM) of CHF 350,000,000 2.75 percent notes due 2012. The transaction was a takedown from KEXIM’s $8 billion Euro Medium Term Note Programme. The notes were listed on the SWX Swiss Exchange. ABN AMRO and UBS were the joint lead managers for the notes offering. KEXIM was established in 1976 as a special governmental financial institution pursuant to the Export-Import Bank of Korea Act, as amended, to promote the sound development of the Korean economy and economic cooperation with foreign countries by extending the financial aid required for export and import transactions, overseas investment and the development of natural resources abroad.

Freshfields Bruckhaus Deringer has advised Hutchison Telecom on its proposed sale of Hutchison Essar, India’s fourth largest mobile phone operator, to Vodafone. The deal values Hutchison Essar at approximately US$19 billion, making it the largest foreign investment in India and one of the largest ever Indian M&A transactions.

Freshfields Bruckhaus Deringer has advised GE Capital Equity Investments Inc (GE Equity), a wholly owned subsidiary of General Electric Capital Corporation on its joint offer with CITIC Group for the privatisation (by way of a scheme of arrangement) of Asia Satellite Telecommunications Holdings Limited (Asia Satellite). Modernday Limited, which is jointly owned by CITIC Group and GE Equity, will offer HK$183 (US$23.5) per ADS. Each ADS represents 10 Asia Satellite shares. The listing of Asia Satellite on the Hong Kong Stock Exchange and New York Stock Exchange will be withdrawn on the Scheme becoming effective.

Freshfields Bruckhaus Deringer has advised ABN AMRO, as the sole placing agent on the US$128 million placing of 112.59 million H shares by Harbin Power Equipment. The shares sold in the placement equalled 20 percent of the existing issued share capital, or the maximum a listed company is allowed to place pursuant to each general mandate given to the directors under the Hong Kong listing rules.

Freshfields Bruckhaus Deringer has advised Goldman Sachs on the sale of US$68 million worth of Mindray Medical International Limited (Mindray) American Depository Shares (ADS) through a fully marketed transaction. Goldman Sachs (Asia) was also a joint bookrunner (alongside JP Morgan and UBS) on the secondary offering of ADSs in Mindray.

Johnson Stokes Master has acted for Pacific Century Insurance Holdings Limited (PCIHL) in relation to their acquisition from members of the Hongkong Land group special purpose vehicles owning 1063 Kings Road, Quarry Bay, Hong Kong for HK$1,472,295,000.00. 1063 King’s Road is a 31 storey Grade A office complex with 290,000 square feet of commercial space and a car park with 115 spaces. The transaction constituted a very substantial acquisition of PCIHL.

Karyadi & Co has advised the joint lead managers, Citigroup Global Markets Inc, Deutsche Bank Securities Inc and UBS AG of the US$1.5 billion Sovereign Bonds of Government of Indonesia. The bonds were issued on February 2007 and listed on the Singapore Exchange Securities Trading Limited. The bonds are distributed to 250 accounts, with 38 percent to Asia, 37 percent to the US and 25 percent to Europe. Fitch rates Indonesia BB-. The country is rated BB-minus by Standard & Poor’s, while Moody’s Investors Service puts the country one level lower at B1. Davis Polk & Wardwell also advised the joint lead managers with respect to US Laws.

O’Melveny & Myers has advised HaiKe Chemical Group Ltd, a petrochemical and specialty chemical business based in China, on its admission to trading on AIM and related institutional placing. HaiKe’s market capitalisation was US$60 million on Admission. The IPO raised US$20 million, with the net proceeds to be used for the expansion of heavy oil catalytic cracking and isopropyl alcohol production facilities.

Deals – 8 February 2007

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Allen & Overy has advised the joint global coordinators, Citigroup Global Markets Asia Limited and The Hongkong and Shanghai Banking Corporation Limited, on the initial public offering and listing on the Main Board of the Hong Kong Stock Exchange of Meadville Holdings Limited, one of the leading printed circuit board manufacturers in China. The global offering, priced at HK$2.25 per share raised gross proceeds of approximately HK$1.2 billion prior to the exercise of over-allotment option. The global offering comprised new shares issued by Meadville and existing shares sold by the controlling shareholder for the benefit of employees (which formed part of an innovative structure to reward employees of the Company). The shares were sold through an offer to the public in Hong Kong and an international placing, including to qualified institutional buyers in the United States.

Baker & McKenzie.Wong & Leow has advised Kingdom Hotel Investments on its acquisition of a site in Da Nang, Vietnam, which will be used for the development of a luxury resort and residences.

Freshfields Bruckhaus Deringer has advised AirAsia Berhad, Asia’s largest low cost carrier. The airline took delivery of the 3000th A320 aircraft manufactured by Airbus. Calyon arranged the financing for this aircraft by way of a novel two-tier/multi jurisdictional tax leasing structure through France. A second A320 aircraft was delivered to AirAsia at the end of January pursuant to this leasing structure and AirAsia intend to use this structure to finance 4 further aircraft. It is also the first time such a structure was used for the acquisition of aircraft by an airline in the region.

Freshfields Bruckhaus Deringer has advised Credit Suisse, as sole bookrunner, on the convertible bond issue by property group Hopson Development. Hopson Development sold the equivalent of US$225 million worth of renminbi-denominated but US-dollar-settled convertible bonds to finance existing and new projects as well as potential acquisitions of new land. This is the first time a company has issued convertible bonds in renminbi that are then settled in another currency, in this case US dollars. The transaction was structured this way for accounting reasons.

Freshfields Bruckhaus Deringer has advised UBS Global Asset Management on its acquisition of Standard Chartered’s mutual fund business in Asia for US$117.8 million. The transaction was structured as the acquisition of a 100 percent interest in Standard Chartered Asset Management Company Private Ltd, as well as Standard Chartered Trustee Company Private Ltd, the manager and trustee, respectively, of the mutual funds offered by the company. The transaction remains subject to regulatory approval as well as to a price adjustment linked to assets under management at closing. The deal was led out of the London office with the Asia aspects of the deal handled by the Hong Kong office.

Gide Loyrette Nouel has advised Veolia Water, a division of Veolia Environnement specialising in water services, in an international tender. This was for the acquisition of a 45 percent stake in the City of Lanzhou (Gansu Province, China) municipal water company and the grant of a 30 year concession to treat and supply drinking water. As a result Veolia Water will manage four water treatment plants, the city’s entire water distribution network, 11 elevation plants and associated customer services for a current population of more than 3.2 million inhabitants. The project is expected to generate an estimated cumulated total turnover of 1.6 billion euros for Veolia Water.

Khaitan & Co has advised E*TRADE Mauritius Limited, E*TRADE FINANCIAL Corporation and Converging Arrows Inc in relation to the acquisition of IL&FS Investsmart Limited (Investsmart). Investsmart is one of India’s leading financial services organisations providing a complete range of Financial Management Solutions for retail and institutional customers. E*TRADE Mauritius Limited, has made an open offer for shares of Investsmart. The offer to Investsmart shareholders which is made subject to receipt of approval from the Foreign Investment Promotion Board and the Reserve Bank of India.

KhattarWong has advised Time Watch Investments Ltd, a SESDAQ-listed company, in its issue of S$5 million convertible bonds. Time Watch entered into a conditional subscription agreement with OCBC Capital Investment Private Limited on January 22, 2007. According to the terms of the agreement, Time Watch will issue, and OCBC Capital has agreed to subscribe and pay for S$5 million in aggregate principal amount of a 3.5-year convertible bond facility due in 2010. OCBC Capital has the right to convert all or any of the convertible bonds into new ordinary shares in Time Watch at any time after six months from the date of issue of the convertible bonds.

Slaughter and May has advised Moody’s Corporation on the acquisition, through a BVI company, of 99 percent of the shares of PT Kasnic Credit Rating Indonesia, a securities rating company.

Watson, Farley & Williams has acted for Natixis in relation to a US$125,000,000 loan facility to Apexindo Pratama Duta Tbk, a Singapore-based subsidiary of Apexindo Pratama Duta Tbk. The loan facility was led by Natixis, as agent, security trustee, joint lead arranger and bookrunner and Goldman Sachs, as co-arranger and Standard Chartered Bank, as joint lead arranger with a syndicate of commercial banks and institutional investors including, United Overseas Bank Limited and funds managed by PMA Investment Advisers, as participants

Yulchon (formerly Woo Yun Kang Jeong & Han) has represented a leading Korean environmental consulting and project management firm in the overseas Clean Development Mechanism (CDM) project in China. This was the first reported case of an overseas CDM project by a Korean company acting as a project participant. Yulchon acted for and advised the Korean company in its negotiations and execution of a series of contracts related to the CDM project.

Deals – 1 February 2007

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Allen & Overy has advised the sponsors, Saudi International Petrochemical Company (Sipchem) and Japan Arabia Methanol Company Limited, on the Islamic refinancing of the US$142,702,703 International Methanol Company (IMC) project in Al-Jubail Industrial City, Saudi Arabia. The project is an integrated 970,000 metric tonne per annum methanol project which was originally financed in May 2003 and which achieved commercial operation in 2005. The IMC project is an example of the growing trend in the Middle East market towards structuring transactions as Islamic Ijara lease structures. While the original 2003 financing for the project was done on a conventional basis, the current refinancing required a ‘conversion’ of the original transaction to an Islamic Ijara structure, which was particularly important to Sipchem given the recent public offering of its shares and the preference of many of its investors for Shariah-compliant transactions.

Cleary Gottlieb has represented Citigroup, Credit Suisse and Deutsche Bank as underwriters in a US-registered offering by the Republic of the Philippines of US$1billion 6.375 percent global bonds due 2032. The offering was the first offering by a sovereign in 2007. The bonds were listed on the EuroMTF, the alternative market of the Luxembourg Stock Exchange. The Philippines is the most frequent sovereign borrower in Asia outside of Japan. Cleary is the designated underwriters’ counsel for offerings by the Philippines.

Clifford Chance has advised the Trade and Development Bank of Mongolia (TDBM) on the first bank euro medium-term note (EMTN) programme in Mongolia. TDBM is Mongolia’s largest bank by assets. The EMTN programme is valued at US$150 million, with the first drawdown of US$75 million 8.625 percent notes due 2010, and is listed on the Singapore Stock Exchange. ING was the sole arranger for the deal.

DLA Piper has represented Actis Capital LLP, a leading private equity investor in emerging markets, in a US$73 million private equity financing for China TZN Company. China TZN Company is incorporated in the Cayman Islands and operates the Tai Zi Nai brand dairy business in China. In addition to Actis Capital, co-investors in the financing included Morgan Stanley and Goldman Sachs. Actis Capital is a leading private equity investor in emerging markets with over 90 professionals in 16 offices worldwide. The firm invests globally in many emerging markets, particularly in Africa, China, South America and Southeast Asia.

DLA Piper has represented Qiming Venture, a leading venture capital firm, and Ignition Partners, on its investment in Yeelion Inc, a Beijing based online entertainment company. DLA Piper Seattle and Beijing offices shared the effort to conclude the transaction. Based in Shanghai, Qiming is a premier venture capital firm focused on investments in early stage ventures, and is in partnership with Ignition Partners.

Johnson Stokes & Master has advised Integrated Distribution Services Group Limited on its acquisition of Sitt Tatt Logistics Sdn Bhd (a company which operates a logistics business in Malaysia) and various real property owned by the seller of Sitt Tatt, for an aggregate consideration of RM94.5 million (approximately HK$200.23 million).

Watson, Farley & Williams has acted for the Indian energy group, regarding the financing of its mandatory offer to acquire the Norwegian listed Aban Offshore drilling company Sinvest in a US$800million deal. To finance the acquisition, Aban raised funds by way of Convertible Notes with Merrill Lynch acting as placement agent. Aban also raised financing by way of a series of facilities including a medium term facility underwritten by UTI Bank for US$100 million. If the offer is successful, Aban will gain access to Sinvest’s five jack-up rigs, including three under construction in Singapore. Aban operates seven jack-up rigs, including one under construction, two drillships and a floating production semi-submersible rig.

Deals – 25 January 2007

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Clifford Chance has acted for UBS AG and DBS as the joint lead underwriters on the Singapore initial public offer of Babcock and Brown Structured Finance Fund (BBSFF), the first listing of its kind in Singapore. The offer raised approximately S$365.77 million, including the partial exercise of the over-allotment option. BBSFF is managed by a member of the Babcock & Brown Group, a global investment and advisory business. The offering comprised an international placement of shares, including to institutional and other investors and a public offering of shares in Singapore. Shares were offered under Regulation S of the US Securities Act.

Colin Ng & Partners has acted for MacarthurCook Fund Management Limited in the secondary listing of the MacarthurCook Property Securities Fund as a business trust on the Singapore Exchange. The listing of MacarthurCook Property Securities Fund, which has its primary listing on the Australian Stock Exchange, raised a total of S$27.5 million through the issue of 22 million units by way of placement to institutional and other investors at a price of S$1.25 per unit. MacarthurCook Property Securities Fund is a diversified trust with interests in listed and unlisted property trusts and property-related companies.