Deals – 3 May 2007

Drew & Napier has advised Mr Putra Masagung in the S$66 million sale of his 19 percent stake in Guthrie GTS Ltd to Alam Indah Bintan Pte Ltd, the bid company in the voluntary general offer for Guthrie GTS Ltd, an SGX-listed real estate management and development company. The voluntary conditional cash offer for Guthrie GTS Ltd is valued at approximately S$330 million. Drew & Napier also acted for Mr Masagung, in relation to the general offer, in his capacity as shareholder holding almost 50 percent of the bid company, which now has majority control of Guthrie GTS Ltd. The bid company, a joint venture investment holding company of Mr Masagung and the Salim Group, will be renamed GA 1821 Pte Ltd. The Salim group is one of the largest conglomerates in Asia with interests spanning across industries including food and consumer products, agribusiness, banking and financial services, construction materials as well as property development and leisure.

Freshfields Bruckhaus Deringer has advised on the IPO and Hong Kong Stock Exchange listing by China CITIC Bank Corporation (CITIC Bank) which completed today. This is the second ever simultaneous A+H listing, following the debut of Industrial and Commercial Bank of China (ICBC) on the Hong Kong and Shanghai stock exchanges on October 27, 2006. The retail portion of the global offering was more than 220 times over-subscribed while the institutional portion was also very significantly over-subscribed. Total proceeds from the IPO was US$5.4 billion and will exceed US$6.2 billion if the over-allotment option is exercised in full. Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to the underwriters China International Capital Corporation (CICC), CITIC Securities, Citigroup, HSBC and Lehman Brothers. CITIC Bank is the eighth largest lender in China and had 446 branches across the country as of the end of December 2006.

Freshfields Bruckhaus Deringer has acted for Lehman Brothers, Goldman Sachs, UBS and the other managers in connection with the record-breaking HK$11.7 billion (US$1.5 billion) convertible bond issue by China Petroleum and Chemical Corporation (Sinopec) which launched on April 18, 2007. The Hong Kong dollar denominated bonds have a seven year maturity and pay no coupon, but can be put back to the company after four years for a 2.75 percent yield. Lehman Brothers was the sole global coordinator and acted as joint bookrunner with Goldman Sachs.

Hadiputranto, Hadinoto & Partners has represented Lehman Brothers in a US$100 million loan financing to PT Bhakti Investama Tbk to be converted into US$100 million in Convertible Bonds. Baker & McKenzie.Wong & Leow, Singapore, acted as International Counsel. This loan facility will be converted into Convertible Bonds that will be issued by PT Bhakti Investama Tbk (Bhakti) through a Rights Issue. Under the regulations, the shareholders of Bhakti were initially entitled to the Convertible Bonds. To allow the loan facility to be converted into Convertible Bonds during the trading period, the shareholders and Bhakti will ensure that the Convertible Bond rights, being the shareholders’ entitlement, are transferred to Lehman Brothers through the stock exchange.

Hadiputranto, Hadinoto & Partners has represented Maxis Communications Berhad in the acquisition by its subsidiary, Althem BV, of a 44 percent interest in PT Natrindo Seluler from Penta Investments Limited (an affiliate of the Lippo Group) for an acquisition price of US$123.9 million together with put and call options for the acquisition of a further 5 percent from PT Aneka Tirta Nusa (an affiliate of the Lippo Group) for an amount not exceeding US$16.3 million. This transaction is a takeout of the local shareholding interest in a bid to restructure operations. Baker & McKenzie.Wong & Leow acted as Singapore Counsel.

Hadiputranto, Hadinoto & Partners has advised PT Bank Danamon Indonesia Tbk in the public offering of Rupiah 1.5 trillion (approx. US$200 million) in bonds to strengthen its capital base and increase loans. The large amount of the bond offering may have had a negative impact on the Capital Adequacy Ratio (CAR) of PT Bank Danamon Indonesia Tbk. As a result negotiation of the terms and conditions of the Bonds with the Underwriters and the Trustee was extremely complicated.

Hadiputranto, Hadinoto & Partners has represented the majority shareholders of PT Davomas Abadi Tbk in the market placement of 24.9 percent of secondary shares to a group of international investors. Baker & McKenzie.Wong & Leow, Singapore, acted as International Counsel. The shares were originally pledged to certain lenders and the crossing of the shares on the stock exchange could only be carried out after the lenders released the pledge. To allow the broker to cross the shares, the funds to be paid by the international investors were deposited in an escrow account controlled by the lender, and the lenders simultaneously released the pledge through the Indonesian Central Securities Depository (KSEI). The deal is worth US$68 million.

Herbert Smith has advised China Petroleum & Chemical Corporation (Sinopec) on its HK$4 billion (US$512 million) acquisition of petroleum wholesale, transport, storage and retail facilities and LPG distribution outlets from China Resources Enterprise (CRE). Sinopec is now one of the top four petrol retailers in Hong Kong, competing with Exxon Mobil, Shell and Chevron. As the largest crude oil and petrochemical company in China, Sinopec is also one of the biggest producers and distributors of gasoline, diesel, jet fuel and other major chemical products in China. CRE is listed on the Hong Kong Stock Exchange and is also traded on the London Stock Exchange. Its core businesses include retail, beverage, food processing and distribution, textile and property investment.

Johnson Stokes & Master (JSM) has acted for the arrangers and lenders in relation to the financing of the construction of two new-build VLCCs for long term time charter to China Shipping Development Company Limited (CSDC). The deal is cross-collateralised and comprises (1) a US$125.3 million pre-delivery financing provided by certain commercial lenders and (2) a post-delivery financing provided by China Exim Bank (Yen 13,446,609,120) and the commercial lenders (US$50.1 million). There was also a currency swap facility provided by Citibank NA, Shanghai Branch (Swap Bank) whereby part of the charterhire in US$ received by each SPV Borrower will be paid to the Swap Bank in exchange for Yen which is used to repay China Exim Bank. JSM prepared all the relevant loan and security documents as well as the time charterparties for both vessels.

Lovells Lee & Lee in Singapore has acted for Stemcor MESA DMCC (Stemcor) on a US$50 million syndicated term loan facility arranged by Fortis Bank SA/NV. The facility funded Stemcor’s pre-payment obligations under its steel export agreement with Ispat Industries Limited of India.

Khaitan & Co has advised Bethany Advisors Inc (BVI) (Bethany) in relation to the sale of Bluestar Resources Limited (BVI) (the Target) along with its subsidiaries to Nuance Communications Inc (USA), a company listed on NASDAQ. The Target owns Bluestar Options Inc (BVI) which owns Focus Infomatics Inc (USA) and Focus Infosys (India) Private Limited (India) (together Subsidiaries). The sale of the Target included the sale of the Subsidiaries due to which legal issues in multiple jurisdiction were required to be resolved. Khaitan & Co acted as Indian legal advisors to Bethany. Target is in the business of design, manufacture, marketing, sale, support and maintenance of the medical transcription software products (Business). Bethany sold the Business by selling the Target together with the Subsidiaries. The approximate deal value being US$58 million.

Khaitan & Co has advised MTR Foods Limited (MTR), India’s leading Ready to Eat Packaged Foods Company in relation to sale of business to Orkla Asia Pacific Pte Ltd (Orkla), subsidiary of diversified Norwegian conglomerate listed entity called ORKLA ASA which is a Euro 6.5 billion company and market leader in Europe in, interalia, packaged foods, branded consumer goods, specialty materials and financial investments. Khaitan & Co advised MTR and its shareholders on all matters relating to the transaction, negotiations, due diligence and documentation in relation to the take over from existing shareholders including investors based in Mauritius by Orkla. The existing share holders of MTR include the Maiya family, JPMorgan Global Packaged Foods Ltd, Indocean Packaged Foods Ltd and Magnus Capital Corporation Ltd as its major shareholders. The estimated deal value is US$100 million.

Lovells has advised joint sponsors Morgan Stanley and UBS on a major Hong Kong IPO for China Molybdenum, raising US$1.05 billion, the third largest IPO in Hong Kong this year. The offer comprised a Hong Kong public offer and international placing of 1.08 billion new shares, which raised US$950 million. A further US$95 million was raised on the exercise of the over allotment option in respect of 108 million shares. The Hong Kong public offer was almost 400 times over subscribed. The company, known as China Moly or CMOC, operates one of the largest molybdenum mines in the world, which is estimated to have 498,000 tonnes of molybdenum reserves and 506,000 tonnes of tungsten reserves. Both molybdenum and tungsten are used as alloys to harden steel and are in strong demand by China’s rapidly growing stainless steel industry in particular.

Paul, Hastings, Janofsky & Walker (Paul Hastings) has represented FCI Inc (FCI) a leading designer of radio frequency integrated circuits (RF ICs) for mobile television and wireless communications based in Korea, in its sale to Silicon Motion Technology Corporation, a Nasdaq-listed semiconductor company. Under the terms of the transaction, Silicon Motion will acquire substantially all of the outstanding common shares of FCI for a total purchase price of US$90 million, which will include a combination of cash, Silicon Motion ordinary shares and options to purchase Silicon Motion’s ordinary shares, subject to an adjustment in certain circumstances. In addition, Silicon Motion has agreed to pay former FCI shareholders up to an additional US$12 million in cash upon the achievement of certain operating and financial milestones in 2007.

J Sagar Associates, Mumbai, has represented the Anchor Group (leaders in Indian Electrical Accessories and Wiring Devices Business) in forming a Joint Venture with Japan based electrical giants Matsushita Electric Works, Japan (MEW) well known across the world for their best selling National and Panasonic brands. MEW acquired 80 percent equity ownership in the Joint Venture from the Anchor Group at a valuation of around JPY 50 bn (Rs. 2000 crores). This is one of the largest M&A by a Japanese company in India. The Sale and Purchase Agreement was signed and closed on April 23, 2007. The Joint Venture would help Anchor Group to ramp up its international operations and further strengthen their Indian business by sharing key technologies and product line ups.

Simpson Thacher & Bartlett has represented Simcere Pharmaceutical Group, a leading manufacturer and supplier of branded generic pharmaceuticals in the fast growing China market, in connection with its initial public offering on the New York Stock Exchange of 15,625,000 American Depositary Shares, raising approximately US$260.5 million. The transaction is the largest IPO of a pharmaceutical company out of China. The global bookrunner for the offering was Goldman Sachs.

Slaughter and May has advised Morgan Stanley & Co International in relation to a concurrent equity and convertible debt issue by China Infrastructure Machinery Holdings (China Infrastructure) which was announced on April 11, 2007. The firm advised Morgan Stanley, as placing agent, in relation to the placing of existing shares in China Infrastructure, representing 10.03 percent of its existing issued share capital, by China Longgong Group Holdings Limited (China Longgong) for a consideration of approximately HK$1.575 billion (US$201.5 million). Following the placing, China Longgong subscribed for 52 million new shares in China Infrastructure, representing approximately 5.01 percent of its existing issued share capital, for a consideration of HK$788 million (US$101 million).

Slaughter and May has advised Morgan Stanley & Co International as placing agent in relation to the placing of 120 million existing shares in EVA Precision Industrial Holdings Limited (EVA) held by Prosper Empire Limited and the subsequent top-up subscription of the same number of new shares in EVA. The net proceeds of the top-up placing were approximately US$310 million. The placing was announced on April 19, 2007. EVA is principally engaged in the design and fabrication of precision metal stamping and plastic injection moulds, manufacturing of metal stamping and plastic injection components and the provision of assembly services in the PRC and is listed on Main Market of the Hong Kong Stock Exchange.