Deals – 12 April 2007

Clifford Chance has advised CVC Asia Pacific (CVC) on the largest announced investment by a private equity fund in a PRC listed company. The Hong Kong and China-based teams advised CVC on its RMB1.65 billion (approximately US$213 million) acquisition of a 29 percent interest in tradeable A-shares in Zhuhai Zhongfu Enterprise Co Ltd which is listed on the Shenzhen Stock Exchange and is one of the largest beverage bottling companies in China. This is to date the largest announced investment by a private equity fund in a PRC listed company following recent regulatory reform which allows foreign investors to take strategic stakes in tradeable A-shares of a PRC listed company. The acquisition remains subject to regulatory and target shareholder approval.

Clifford Chance has advised CVC Asia Pacific (CVC) on its approximate US$210 million leveraged buy out of the Malaysian paper and packaging business of Genting Berhad. The business acquired comprises two paper mills (the capacity of which represents 30 percent of Malaysia’s total brown paper output) and two corrugated mills (with a 15 percent market share in Malaysia). This transaction is CVC’s first investment undertaken in Malaysia and one of the first, and largest, MBOs in Malaysia. The acquisition remains subject to regulatory approval.

Colin Ng & Partners has acted for Kubera Cross-Border Fund Limited (KUBC) in its investment of US$20 million in the equity capital of Kejriwal Stationery Holdings Limited (Kejriwal Stationery), giving KUBC a 27.5 percent stake. KUBC is an investment company that trades on the AIM market of the London Stock Exchange. Kejriwal Stationery is a privately held company in Singapore with subsidiaries in New York and India The company manufactures and distributes paper related stationery products to customers predominantly in US markets, using manufacturing operations in India.

Freshfields Bruckhaus Deringer has advised on the US$700 million (approximate) financing by China Eastern Airlines of Airbus and Boeing aircrafts by way of a novel French leasing structure arranged by Calyon, Société Générale, BNP Paribas and supported by the Industrial and Commercial Bank of China. China Eastern Airlines, China’s third largest airline, acquired up to 13 Airbus and Boeing aircraft. This is the largest aircraft financing to date in China this year.

Freshfields Bruckhaus Deringer has advised on the initial public offering and Hong Kong Stock Exchange listing by Intime Department Store (Group) Company Limited (Intime), the largest department store chain in China’s Zhejiang province, which completed on March 20, 2007. The retail portion of the global offering was more than 230 times over-subscribed. Total gross proceeds from the IPO exceeded US$355 million (including exercise in full of the 15 per cent over-allotment option). Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to the issuer. Intime currently operates five stores in Zhejiang province and plans to open over 10 new stores in the next five years and expand its geographical coverage through acquisitions. Intime has recently teamed up with Lotte, one of the largest department store operators in South Korea, to invest US$60 million in a department store in Beijing that is expected to commence operation in 2008.

Freshfields Bruckhaus Deringer has advised Morgan Stanley, as the financial advisor to Henderson Land Development Company Limited (Henderson Land), in the acquisition of certain companies in the Henderson Investment Limited Group (Henderson Investment) by Henderson Land. The transaction was a very substantial disposal and a connected transaction for Henderson Investment and a disclosable transaction for Henderson Land. Henderson Investment also sought shareholders’ approval for a reduction in its share premium account and a proposed dividend distribution.

Freshfields Bruckhaus Deringer has advised VF Corporation on its acquisition of The North Face® branded business in China from its licensee, Korea-based Youngone Corporation. The North Face® is one of VF Corporation’s key brands and VF will now assume responsibility for the brand’s rapid growth in China. In addition to the wholesale business the acquisition includes one freestanding retail store in Beijing. In China the brand will operate from sales offices in Shanghai, Beijing and Guangzhou.

Freshfields Bruckhaus Deringer has advised Warburg Pincus on its investment in Hong Kong’s Titan Petrochemicals Group (Titan Petrochemicals). The transaction comprises two parts and involved Warburg Pincus investing (i) US$75 million in Titan Petrochemicals by way of ordinary shares, convertible preference shares and warrants for a total interest of approximately 22 percent of Titan Petrochemicals on a fully-converted basis and (ii) US$100m in Titan Petrochemical’s subsidiary, Titan Group Investment Limited (TGIL), by way of convertible preference shares and a warrant for a total interest of 49.9 percent of TGIL. Titan Petrochemicals is a fully integrated, downstream, oil logistics company listed in Hong Kong. It provides transportation, storage, supply and distribution services on a single platform and operates in China, Hong Kong, Singapore and Malaysia. TGIL owns and operates the oil storage business of the Titan Petrochemicals Group.

Johnson Stokes & Master (JSM) has acted for The Hongkong and Shanghai Banking Corporation Limited for the US$125 million bridging loan facilities to a Peruvian company, for the purpose of, inter alia, acquiring all the entire issued share capital in another Peruvian company, and its subsidiaries which owns various fishing vessel in Peru. The facility is secured by various types of security, including shares in the target companies, the assets (fishing vessel, real property) owned by the target companies, guarantee from the holding companies of the borrower and other associated companies of the borrower.

Johnson Stokes & Master (JSM) has represented Regal Hotels International Holdings Limited in relation to the spin off of Regal Real Estate Investment Trust (Regal REIT) which commenced trading on the Main Board of the Hong Kong Stock Exchange on March 30, 2007, being the first hotel REIT in Hong Kong. JSM also represented Regal Portfolio Management Limited in relation to the purchase and lease back of the five initial hotel properties.

Minter Ellison has advised PetroChina International Company Limited, China’s largest producer of oil and gas, and the second largest in the world – on its development of three LNG terminals and the procurement of LNG into China from Iran. The deal was valued at US$2.5 billion.The deal was complex for a number of reasons, not least of these being the surrounding tensions towards Iran. The seller’s project is greenfield and is to be financed on a limited resource basis. The buyer’s three terminals are also greenfield projects as are the LNG ships. Accordingly, innovative structuring was required in order to enhance the robustness of the LNG supply chain.

Nishith Desai Associates has acted as legal counsel to INDIAREIT Offshore Fund and Indiareit Fund – Scheme I, real estate private equity funds with a joint corpus of US$300 million. The two made an investment of approximately US$32 million in a project involving development of commercial properties in Kurla, Mumbai by Neptune Developers Private Limited (Neptune). Neptune, one of the renowned real estate developers in Mumbai, is engaged in the business of real estate construction and development in India.

O’Melveny & Myers represented Charles River Laboratories International Inc in the formation of Charles River Laboratories Preclinical Services – China, with Shanghai BioExplorer Co Ltd a Shanghai, China-based provider of preclinical services. The joint venture will be majority owned and controlled by Charles River. The transaction is subject to customary closing conditions, including Chinese regulatory approval, and is expected to close by the end of the second quarter of 2007.

Orrick, Herrington & Sutcliffe served as issuer’s counsel for Shandong Molong Petroleum Machinery Company Limited (Molong) in the first conversion of an H Share company from the Growth Enterprise Market (GEM) to the Main Board (Main Board) of The Stock Exchange of Hong Kong. The pioneering transaction, completed on February 12, 2007, involved the listing of Molong’s approximately 246 million shares on the Main Board and the withdrawal of the listing of its H Shares from the GEM. Class H shares are yuan-denominated stock offerings listed in Hong Kong and issued by companies registered and based in mainland China.

Orrick, Herrington & Sutcliffe has served as issuer’s counsel to Ningbo Haitian Group Co Ltd, the world’s largest producer of plastic-injection molding machines by production volume, on its US$202 million IPO, with an international placement under the 114A rule, on the Main Board of the Hong Kong Stock Exchange. BNP Parisbas and UBS were the joint lead underwriters. Through the IPO, Ningbo Haitian will establish a Hong Kong-based publicly traded company, Haitian International Holdings Ltd., which will own 25 percent of the machine maker. Mainland China accounts for 60 percent of the global market for plastic molding machines and Haitian has 28 percent share of the Chinese market and 17 percent of the global market. The Chinese market for plastic molding machines is expected to grow 10 percent a year until 2010 and global demand is expected to grow 6 percent during the same period.

Paul, Hastings, Janofsky & Walker has represented Fila Korea Ltd in its acquisition of the global Fila footwear and apparel business from Sports Brand International Ltd (SBI). The transaction closed on March 30, 2007. The sale was structured as a sale of SBI’s subsidiary, Fila Luxembourg, which holds the rights to the worldwide use of the brands and trademarks of FILA. SBI will retain Cloudveil Mountain Works Inc and Motionwear Inc following the sale.

Sinowing Law Firm has advised German main board listed company Business Media China AG on its acquisition of CIOE, a Chinese exhibition and conference event in the optoelectronic industries. The Beijing based Sinowing team was involved in structuring and documenting a more than US$30 million package to buy out the founding owner of the Show. The ever recorded highest consideration for a show business is based on the BMC’s even higher expectation of the show in the next two years.

Simmons & Simmons has advised DB Trustees (Hong Kong) Limited on the listing of Regal Real Estate Investment Trust (Regal REIT) on The Stock Exchange of Hong Kong. Regal REIT began trading on the SEHK on March 30, 2007. It is authorised by the Hong Kong Securities and Futures Commission and is the first hotel REIT listed in Hong Kong. Regal REIT is also the first REIT for which DB Trustees (Hong Kong) Limited has acted as trustee in Hong Kong.

Skadden, Arps, Slate, Meagher & Flom has represented Titan Petrochemicals Group Limited (a provider of oil and gas transportation, storage and distribution services based in Hong Kong) in the US$175 million investment by Warburg Pincus LLC, a private equity firm, through which Warburg will acquire an approximately 22 percent stake in Titan Petrochemicals and a 49.9 percent stake in Titan’s subsidiary, China StorageCo (an operator of oil and chemical storage facilities in China).

WongPartnership has advised Deutsche Bank AG (Singapore Branch), JP Morgan (SEA) Limited, CLSA Merchant Bankers Limited and Macquarie Securities (Asia) Pte Limited on the initial public offering of units in First Ship Lease Trust (comprising an international placement under Rule 144A and Regulation S), which raised gross proceeds of approximately US$220 million. First Ship Lease Trust is Singapore’s third and largest business trust.

WongPartnership has advised Qatar Investment Authority in their joint venture with Horizon Investments Ltd (managed by Morgan Stanley Real Estate) and HPL Residential Pte Ltd (a subsidiary of Hotel Properties Limited) for the purchase of Horizon Towers (a leasehold condominium) by way of a collective sale by the subsidiary proprietors of Horizon Towers for redevelopment into a new luxurious residential project. The sale of Horizon Tower was Singapore’s third biggest transaction at a record amount of US$330 million in Q1 2007.

WongPartnership has advised CapitaLand Commercial & Integrated Development Ltd and Maybank Group as co-sponsors and fund manager of the Malaysian Commercial Development Fund Ltd, which raised US$270 million. This is the first commercial development fund of CapitaLand in Malaysia.