Deals – 14 August 2008

Baker & McKenzie‘s projects team in Singapore recently advised SembGas in relation to its long term gas sale and purchase agreement (GSA) to import additional quantities of natural gas into Singapore through the West Natuna pipeline. Pursuant to the GSA, SembGas will purchase and import natural gas into Singapore over a period of 17 years. The deal is valued at US$5.5 billion over the term of the GSA.

Clifford Chance Hong Kong office has advised the management shareholders in Honiton Energy Holdings plc, on the sale of their combined 43.6 percent interest in the company to a joint venture vehicle formed between Tanti Group and Arcapita Bank with the management shareholders receiving a 10 percent equity holding in the joint venture company as part of the consideration for their shares.

Gilbert + Tobin has advised Spain’s Amadeus IT Group SA on its successful acquisition of rail technology company, Onerail Global Holdings Pty Ltd.

JSM has advised the Hong Kong Federation of Insurers (HKFI) on the development of third party liability policy for incorporated owners. With the amendments to the Building Management Ordinance, incorporated owners are required to obtain third party liability insurance in respect of their liability to third parties arising from the management of the common parts of buildings. The firm has advised the HKFI on coverage issues and the proposed policy wording of the third party liability policy for insurers of incorporated owners.

Latham & Watkins represented the underwriters, Merrill Lynch & Co, Oppenheimer & Co Inc and BMO Capital Markets, in connection with China Mass Media International Advertising Corp’s IPO of 7,212,500 American depositary shares representing 216,375,000 ordinary shares on the NYSE Arca.

Linklaters has advised the borrower, Saigon Premier Container Terminal, the sponsors, DP World and the Vietnamese state-owned Tan Thuan Industrial Promotion Co, on the landmark circa US$225 million limited recourse financing of the initial phase of the Saigon Premier Container Terminal port development project in Ho Chi Minh City.

Majmudar & Co represented FTE Verwaltungs GmbH on its joint venture with SETCO Automotive Ltd. The joint venture company will assemble and supply clutch systems to new customers in India. The firm advised FTE on corporate structures, regulatory matters and other related areas of the transaction, and finalized the transaction documents.

Majmudar & Co represented the issuer, Gokul Refoils & Solvent Ltd, in its recent public issue of 7,158,392 equity shares. The issue constituted 27.14 percent of the fully diluted post-issue equity capital of the company.

Majmudar & Co acted for GTECH Global Services Corporation Ltd in its recent acquisition of Springboard Technologies Private Ltd. The firm assisted GTECH in deal structuring, due diligence and finalizing the transaction documents to acquire 90 percent of Springboard’s shares. The firm also advised GTECH on corporate, foreign exchange, tax, employment, intellectual property, and other Indian law aspects of the transaction.

Majmudar & Co acted as Indian legal counsel to US-based Lummus Corp on its joint venture with Patel Brothers Services and Engineering Pvt Ltd and Apex Auto Ltd to market and manufacture equipment. Majmudar & Co advised on tax, regulatory, corporate and all other related areas of the transaction, and finalized the transaction documents.

Majmudar & Co represented WW Grainger Inc in its acquisition of a 49.9 percent stake in Asia Pacific Brands India Ltd. The firm advised on deal structuring, tax, regulatory, corporate and all other related areas of the transaction, and conducted the legal due diligence.

Milbank, Tweed, Hadley & McCloy LLP has represented AK Khan & Co Ltd, on the US$350 million sale of its 30 percent stake in cellular mobile network services provider TM International (Bangladesh) Ltd to Japan’s NTT DoCoMo Inc. The sale was conducted through an auction process involving several bidders over a short time.

Shearman & Sterling has advised China Mass Media International Advertising Corp in connection with its US$50 million IPO and NYSE Arca listing. The company is only the second Chinese company to list in the US this year.

White & Case has represented Deutsche Bank, GE Commercial Finance, ING Bank, Morgan Stanley and DBS as mandated lead arrangers in connection with the provision of debt financing to Kohlberg Kravis Roberts to acquire Unisteel Technology Ltd, a Singapore-listed maker of disk-drive components, for approximately $578 million.

WongPartnership LLP acted for 98 Holdings Pte Ltd as legal counsel in its acquisition of the 112,124,000 shares in NatSteel Ltd held by Oei Hong Leong. The firm also acted for 98 Holdings Pte Ltd in the financing for the acquisition.

WongPartnership LLP represented the borrower, a consortium comprising of Capitaland Ltd, Hotel Properties Ltd, Wachovia Development Corporation and Morgan Stanley in relation to a financing of S$1.996 billion to partially re-finance the acquisition of the Farrer Court site and to part-finance its re-development into a 36-storey condominium. This is the largest real estate financing deal in Singapore to date.

Yulchon represented Lotte Confectionery Co Ltd and its affiliates in the acquisition by the Lotte consortium of 100 percent of the issued and outstanding shares of Guylian, from three shareholders, Mrs Dominique Foubert, Aimee NV/SA and Fabinter Investments SA. Through this transaction, Lotte acquired Guylian, its nine overseas sales subsidiaries and the Guylian Belgian Chocolate Cafes franchise.