|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.