Deals – 15 March 2007

Herbert Smith has advised Credit Suisse and Macquarie as joint sponsors on the listing of Samling Global, a Malaysian-based integrated forest resource and wood products company, which raised HK$2.18 billion (US$280 million). Samling successfully offered a total of 1.05 billion shares, which have been priced at the top of its range at HK$2.08 per share. The company may issue an additional 157,000,000 shares under an option granted to the underwriters of the share offering, allowing it to raise a further HK$326 million (US$41 million). The local retail investors’ tranche was more than 900 times oversubscribed, while the institutional tranche was also significantly oversubscribed.

Khaitan & Co has advised Zensar Technologies Inc, a California corporation and its parent company, Zensar Technologies Limited, an Indian company listed with the Bombay Stock Exchange in relation to all aspects of the acquisition of the business of ThoughtDigital a Delaware company from SOA Software Inc and ThoughtDigital LLC, Delaware corporations. Khaitan & Co acted as the Indian legal advisors to the Acquirer and advised in relation to all aspects of the transaction. The total deal value is approximately US$25 million.

Khaitan & Co has advised the Indian joint venture partners, RP Goenka Group of Companies, in relation to the acquisition of 29 percent stake in Zensar Technologies Limited – a leading listed software development company in India from the foreign joint venture partners (Fujitsu) for an undisclosed sum.

Latham & Watkins LLP has represented Xinhua Finance Media Limited (Xinhua Finance Media) in connection with its initial public offering of 23,076,923 American Depositary Shares, representing 46,153,846 common shares listed on NASDAQ. The offering raised approximately US$300 million. JPMorgan and UBS Investment Bank acted as the joint global bookrunners on the transaction. Xinhua Finance Media is a leading diversified media company in China, providing financial information and media services.

Linklaters has advised internet and media company, Tom Group Limited, as bidder, on the proposed HK$1.77 billion possible privatisation of Tom Online Inc. Tom Online is listed on both the Growth Enterprise Market in Hong Kong and on NASDAQ in the United States. The privatisation is subject to the scrutiny of securities regulators in both jurisdictions, as well as the Court in the Cayman Islands where Tom Online is incorporated.

Lovells has advised Mitsubishi Corporation (Mitsubishi) and Japan Petroleum Exploration Co Ltd (JAPEX) on the acquisition of an indirect 50 percent working interest in the Kangean Production Sharing Contract (Kangean PSC) in Indonesia for a headline value of US$360 million. Through the acquisition documents, Mitsubishi and JAPEX will each assume an indirect 25 percent working interest in the Kangean PSC as well as agreeing to carry a substantial portion of Indonesian publicly listed oil and gas company PT Energi Mega Persada Tbk’s (EMP) remaining development capex obligations for Kangean’s major projects. The total subscription price being invested by Mitsubishi and JAPEX in the transaction is US$360 million. The transaction involves Mitsubishi and JAPEX subscribing for new shares in Energi Mega Pratama Inc, a subsidiary of EMP, to dilute EMP’s current 100 percent shareholding to 50 percent.

Lovells Lee & Lee in Singapore has acted for Natixis, Singapore Branch in its arranging of a US$75 million one-year syndicated term loan facility to Andhra Bank of India. The syndicate of lenders comprised 11 banks.

O’Melveny & Myers has represented Morgan Stanley Dean Witter Asia Limited in the initial public offering of Intime Department Store (Group) Company Limited (Intime). Intime, the largest department store chain in Zhejiang province, will list on the Main Board of the Stock Exchange of Hong Kong Limited. Intime will issue 450,000,000 shares in the global offering, of which 90 percent or 405,000,000 shares, will be initially placed under the international placement and the remaining 10 percent or 45,000,000 shares, will be initially offered to public for subscription under the public offering in Hong Kong, the arrangement of which will be subject to reallocation of Offer Shares and be adjusted upon the exercise of Over-allotment Option. Morgan Stanley Dean Witter Asia Limited is Sole Global Coordinator, Bookrunner, Sponsor and Lead Manager of the Global Offering.

Paul, Hastings, Janofsky & Walker LLP has advised Citigroup Property Investors (CPI), the real estate investment business of Citigroup Inc, in the formation and final closing of a US$1.29 billion fund to invest in real estate and related assets in the Asia-Pacific region. The new fund, CPI Capital Partners Asia Pacific LP, is Citigroup Property Investors’ first fund to invest in real estate in Asia. The fund will primarily focus on real estate investments in China and India. Citigroup has committed US$200 million to the fund, which will be managed by a Hong Kong-based team.

Paul, Hastings, Janofsky & Walker LLP has represented COTCO Group in the sale of COTCO Luminant Device Ltd (Hong Kong), an LED lighting manufacturing business which is the largest high-brightness LED supplier in China, to Cree Inc, a Nasdaq-listed company. The deal is a combined stock and cash transaction valued at US$200 million.

Paul, Hastings, Janofsky & Walker LLP has represented Triseas KOREA PROPERTY FUND LP in the formation of a US$250 million private equity fund targeting the Korean real estate market. This fund is the first in a series of funds being launched by Doran Capital Partners, a global fund and asset manager.

Paul, Hastings, Janofsky & Walker LLP has represented Wal-Mart Stores Inc in its acquisition of a 35 percent interest in Bounteous Company Ltd, which operates approximately 100 hypermarkets in China under the Trust-Mart banner.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has advised Asia Satellite Telecommunications Holdings Limited, which is listed on the Main Board of the Hong Kong Stock Exchange and the New York Stock Exchange, in connection with the 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.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has advised Citigroup Inc in its agreement to make a $10 billion all-cash tender offer to acquire 100 percent of Nikko Cordial Corporation, a leading Japanese securities brokerage, asset management and investment banking firm.

Skadden, Arps, Slate, Meagher & Flom has represented Korean Air Lines Co Ltd and Hanjin Shipping Co Ltd in Hanjin Energy Co’s US$2.5 billion acquisition of an approximately 28 percent stake in S-Oil Corporation, the third-largest oil refinery in South Korea. Hanjin Energy is a special purpose entity formed by Korean Air Lines, Hanjin Shipping and Korea Airport Service Co Ltd which are all affiliates of the Hanjin Group of South Korea. In connection with this acquisition, Hanjin Energy entered into a shareholders’ arrangement with Saudi Arabian Oil Company to jointly manage S-Oil Corporation.

Skadden, Arps, Slate, Meagher & Flom has represented the underwriters, in connection with a US$200 million Regulation S offering of secured high yield bonds in 2006 by GiTi Tire Pte Ltd, the largest manufacturer of motor vehicle tires in the PRC.

Wong & Partners (Baker & McKenzie’s member firm in Malaysia) has represented Kingdom Hotel Investments (KHI) in its acquisition of 100 percent of the share capital of MAS Hotels and Boutiques Sdn Bhd (MHB) (which owns the Four Seasons Resort, Langkawi) from Malaysian Airline System Berhad (MAS). KHI, through its affiliate, Kingdom Langkawi BV, and MAS entered into a conditional Share Purchase Agreement for the sale of 10 million ordinary shares of RM1.00 each, representing 100 percent of the entire allotted and issued share capital of MHB on March 1, 2007. The total consideration for the shares, which includes the settlement of debt owed by MHB to MAS, and is subject to certain adjustments, is RM435 million (approximately US$124 million). This acquisition is considered a landmark transaction for Malaysia and its hotels, resorts and tourism industry due to the size of the transaction, the nature of the asset (the Four Seasons Resort, Langkawi is widely regarded as one of Malaysia’s most exclusive resort hotels) and as it marks the first significant investment in Malaysia by KHI.