Deals – 11 October 2007

Baker & McKenzie has advised Credit Orienwise Group Limited (COG) on its strategic cooperation with GE Commercial Finance (GE), whereby GE has invested US$50 million in COG, by the purchase of COG’s shares from its controlling shareholder. GE’s investment represents on a fully converted basis approximately 7.8 percent of the total shares of COG. Morgan Stanley Dean Witter Asia Limited was the financial advisor to the controlling shareholder of COG in this deal. COG has also entered into a memorandum of understanding with GE to expand its product and services to small and medium enterprises in China, such as international and domestic factoring, expandable to other trade finance products, inventory financing, purchase order financing or leasing. With presence in China’s major economic regions, COG is one of the fastest growing non-bank finance corporations in China.

Baker & McKenzie.Wong & Leow and Hadiputranto Hadinoto & Partners, the member firm of Baker & McKenzie in Indonesia, have acted as US and domestic law counsel for the Government of the Republic of Indonesia, through the Ministry of State Owned Enterprises (MSOE), and PT Bank Negara Indonesia (Persero) Tbk (BNI) in the public offering of 3.95 billion shares of BNI. The offering size of US$880 million was the largest equity deal in Indonesia in 12 years. The transaction effectively reduced MSOE’s share in BNI from 99.1 percent to 73.3 percent. It is also the first privatization through a public offering by the current administration since 2004 and the country’s largest stock sale by value. BNI is Indonesia’s third-largest bank. JP Morgan and Bahana Securities were joint bookrunners for the international and domestic portions, respectively.

Blake Dawson Waldron has advised Imerys SA, a French-listed multinational mineral processing company on its acquisition of A$220 million of the China-based zirconium material business of the Australian-listed company, Astron Limited. The acquisition is expected to be closed in October or November of 2007.

Drew & Napier LLC has cleared the first M&A filing under Section 54 of the Competition Act. Merger control under Section 54 of the Act went into effect on July 1, 2007. The firm obtained approval for the Intel-STMicroelectronics joint venture from the Competition Commission of Singapore (CCS) in less than five weeks. The application filed by Drew & Napier LLC on August 28, 2007 was the first of its kind in Singapore under the Competition Act and CCS’s decision is significant, given that it provides insight into how it will conduct merger reviews for global transactions.

Hadiputranto, Hadinoto & Partners has represented Industrial and Commercial Bank of China Ltd (ICBC) in its acquisition of Bank Halim Indonesia, a privately-owned bank. This deal was unique and significant because it was ICBC’s first acquisition outside of the PRC. Baker & McKenzie Beijing acted on PRC law.

Jones Day has represented Aegis Group plc in the acquisition of Chinadotcom Strategic Inc, Ion Global Hong Kong, Ion Global (Korea) Ltd and Ion Global (California) Inc from CDC Corporation. Jones Day served as bidder and acquiror.

Mallesons Stephen Jaques has advised Chinese coal and coke producer Hidili Industry International Development Limited (Hidili) on its HK$4.1 billion (US$525 million) global offering and listing on the Main Board of the Hong Kong Stock Exchange. Hidili is one of the largest integrated coal producers by turnover in Southwest China. The global offering consisted of a public offer in Hong Kong and an international placement pursuant to Regulation S and Rule 144A under the US Securities Act. The Hong Kong public offer was oversubscribed by approximately 670 times and the international offering was significantly oversubscribed. Mallesons advised Hidili on the Hong Kong law aspects of the listing and worked closely with PRC counsel to conduct a group restructuring in preparation for the IPO. Mallesons also assisted in structuring a pre-IPO investment, through the issue of convertible notes, by Barings Private Equity Asia. The offering was also supported by four cornerstone investors who bought shares at an aggregate value of US$80 million.

Mallesons Stephen Jaques has advised luxury hotel group Mandarin Oriental Limited on its HK$3.5 billion (US$450 million) syndicated borrowing. Mallesons helped the borrower structure, negotiate and document a dual tranche secured transferable credit facility with a syndicate of 19 international banks. The financing involved a sophisticated security structure, which allows lenders to use simple documentation to participate and retire from security arrangements. The deal follows on from the firm’s previous work for the Mandarin Oriental group. In July of 2007, Mallesons assisted their client with a £85 million (US$127 million) secured financing and reorganization of the group’s entire UK corporate structure.

Mallesons Stephen Jaques has acted as Hong Kong counsel to Sichuan Xinhua Winshare Chainstore on its HK$2.1 billion (US$269 million) global offering and listing on the Main Board of the Hong Kong Stock Exchange. Sichuan Xinhua Winshare Chainstore is the first Chinese bookstore operator to launch an IPO in Hong Kong.

Mallesons Stephen Jaques has acted for Standard Bank on the US$100 million leveraged financing for the acquisition of furniture retailer Courts Singapore and Mammoth Malaysia by private equity investment vehicles, one of the few leveraged and private equity-led financings completed in Southeast Asia.

Morrison & Foerster has represented Kingsoft Corporation Limited, a major China-based software developer and online gaming company, as Hong Kong and US counsel in its US$100 million (HK$776 million) initial public offering on the Hong Kong Stock Exchange, which commenced trading on October 9, 2007. Deutsche Bank AG and Lehman Brothers Asia Limited are joint underwriters.

Paul, Hastings, Janofsky & Walker LLP has advised Hong Kong and Shanghai dual-listed China COSCO Holdings Company Limited (China COSCO) on its acquisition of the world’s largest bulk carrier fleet, from its parent company, China Ocean Shipping (Group) Company. China COSCO is one of the few A-share and H-share dual-listed PRC enterprises to have financed such a sizeable acquisition using predominantly new yuan-denominated A shares.

Paul, Hastings, Janofsky & Walker LLP has represented UBS AG, the sole global bookrunner, on the global offering of Hidili Industry International Development Ltd (Hidili), which comprised a Hong Kong public offer and an international offering, including a 144A placement. The offering raised US$600 million (HK$4.7 billion).

Shearman & Sterling LLP has advised project owners BASF-YPC Company Limited (a joint venture between BASF and Sinopec) on the US$1.5 billion refinancing of an integrated petrochemical project in Luhe, Nanjing, Jiangsu province, China. This is the largest RMB take-out refinancing to be done in China to date.

Shearman & Sterling LLP has advised China Minsheng Bank (Minsheng) on its investment in UCBH Holdings Inc (UCBH) (NASDAQ: UCBH), the holding company of United Commercial Bank. This transaction marks the first mainland Chinese bank to successfully make a strategic investment in a US bank. According to the terms of the agreement and subject to regulatory approvals, Minsheng will acquire an aggregate 9.9 percent ownership interest in UCBH, with a mutual option to increase the ownership to 20 percent by 2009 in two phases. In the first phase, which is expected to close at the end of 2007, UCBH will issue approximately 5.4 million shares of its common stock to Minsheng, following which Minsheng will own 4.9 percent of UCBH.

Slaughter and May has advised Morgan Stanley & Co International as placing agent in relation to the placing of 293,339,464 new shares in Regent Pacific Group Limited (Regent Pacific). The net proceeds of the placing were approximately US$42.7 million. The placing was announced on September 18, 2007. The firm is also advising Morgan Stanley Asia as financial adviser to Regent Pacific on its acquisition of certain mining assets in the PRC. Regent Pacific is listed on the Main Board of the Hong Kong Stock Exchange and is an investment holding company focused on investment in mining assets, principally in the PRC.

WongPartnership has acted for Macquarie Global Property Advisors, the adviser to Springleaf (BVI) No I Ltd, in the latter’s sale of 12 floors in Springleaf Tower to SEB Asset Management for US$151 million.