Deals – 15 November 2007

Clifford Chance has advised ING on its latest expansion in Asia, the acquisition of a stake in Thailand’s TMB Bank valued at EUR460 million. The investment forms part of TMB’s capital raising plan to strengthen its capital adequacy. According to the terms of the agreement, TMB will allocate 25,000 million shares at a price of THB1.60 per share to ING and at THB1.40 per share to existing investors. ING will acquire a stake of 25.1 percent in TMB voting shares and an additional 4.9 percent in voting or non-voting shares (through tradable depositary receipts). TMB is a bank in Thailand with approximately EUR14 billion in assets, and more than five million customers and 472 branches in Thailand. The transaction is subject to approval from TMB shareholders, and regulatory approval from the Bank of Thailand, the Thai Ministry of Finance and the Dutch Central Bank.

Clifford Chance has advised Morgan Stanley Asia Limited and CCB International Capital Limited on the listing of GCL-Poly Energy Holdings Limited on the Main Board of the Hong Kong Stock Exchange. GCL-Poly is one of China’s largest foreign-owned independent cogeneration plant operators. The initial offer size was around US$152 million (HK$1.18 billion), and the shares were listed on November 13, 2007. This is the second renewable energy-related IPO on which Clifford Chance has advised Morgan Stanley in 2007. The first was China High Speed Transmission Equipment Group, which listed on the HKEx in July and was favorably received by the market. The Hong Kong portion of the GCL-Poly offering was 905 times oversubscribed for 26,078,732,000 shares and has received subscription monies of more than HK$108 billion (US$14 billion). The international tranche was nearly 211 times oversubscribed.

DLA Piper has acted for Merriman Curhan Ford & Co and Brean Murray Carret & Co in the US$72 million Nasdaq IPO of Fuqi International (NasdaqGM: FUQI), a jewelry company in Shenzhen, China. The company offered 7,033,816 shares of common stock as part of the listing, with a public offering price of US$9.00 per share. The offering priced on October 23, 2007 and was six times oversubscribed.

Freshfields Bruckhaus Deringer has advised on the initial public offering and Hong Kong Stock Exchange listing by Bosideng International Holdings (Bosideng), which listed on October 11, 2007. Proceeds from the IPO totalled US$836 million. The firm acted as Hong Kong and US legal counsel to Bosideng. Goldman Sachs and Morgan Stanley were the joint sponsors, joint global coordinators, joint bookrunners and joint leader managers.

Freshfields Bruckhaus Deringer has advised Merrill Lynch as placing agent for the primary placing of 150,000,000 shares offered by Galaxy Entertainment Group Limited (Galaxy) at an offering price of HK$8.58. The placing is relating to the Permira’s acquisition of a stake in Galaxy. Total amount raised was US$165 million.

Freshfields Bruckhaus Deringer has advised Merrill Lynch and Macquarie Securities as the joint placing agents in relation to the US$80 million top up placing of shares in VST Holdings. Merrill Lynch was also the settlement agent on the transaction. The principal vendor (L&L Limited) and the additional vendor (CKC Holdings Limited) placed a total of 206,000,000 shares at HK$3.08 per share in the issuer with the joint placing agents (the principal vendor placed 186,000,000 shares and the additional vendor placed 20,000,000 shares). The principal vendor also subscribed to 186,000,000 new shares in the company.

Herbert Smith has advised Goldman Sachs in relation to the HK$2.86 billion (US$368 million) placing of Lenovo shares by Texas Pacific Group (TPG), Newbridge Asia and General Atlantic LLC. Lenovo is a global technology company, formed through the acquisition of IBM’s personal computing division by the Lenovo Group. Lenovo develops, manufactures and markets PC products and value-added professional services. The company’s principal operations are in Beijing and North Carolina, USA; it has 19,000 employees worldwide. Herbert Smith acted as international counsel for the placing of Lenovo shares.

Johnson Stokes & Master has prepared a China anti-trust filing in relation to an acquisition (through intermediary partnerships) by US-based global private investment companies Bain Capital Investors LLC and Thomas H Lee Advisors LLC. The companies acquired a majority interest in the diversified media company Clear Channel Communications Inc. The filing was accepted by relevant China authorities and the transaction was allowed to proceed.

Linklaters has advised Singapore Airlines Limited and Temasek Holdings (Private) Limited on their HK$7.16 billion strategic investment in China Eastern Airlines Corporation Limited. Singapore Airlines and Temasek Holdings, through its wholly owned subsidiary, Lentor Investments Pte Ltd, entered into an agreement relating to the subscription of an aggregate 24 percent of the enlarged issued share capital of China Eastern Airlines on September 2, 2007. The agreement also covers strategic cooperation between Singapore Airlines and China Eastern Airlines in various business areas. Further to the agreement, the parties, along with China Eastern Air Holding Company, entered into definitive transaction agreements in relation to the strategic investment on November 9, 2007. China Eastern Airlines is listed on the stock exchanges of Hong Kong, Shanghai and New York.

Nishith Desai Associates has advised Goldman Sachs in its US$172 million investment for a majority stake in Indian metal castings maker Sigma Electric and its affiliated companies in India and the United States. The investment by Goldman Sachs will accelerate Sigma’s plans for global growth as a leading Indian manufacturer of metal castings and components. Sigma is a manufacturer of cast metal parts for the electrical, utility, durable goods and transportation markets sold in Europe and the US. The company uses various metals and fabrication processes to make low-volume, technically complex metal parts.

Paul, Hastings, Janofsky & Walker LLP has represented HSBC, the sole lead manager and bookrunner of Coastal Greenland Limited’s (Coastal Greenland) US$100 million high-yield bond offering. The transaction is the first tranche of a US$150 million deal. The second US$50 million tranche will comprise the sale of high-yield bonds with warrants to Shenzhen Investment Ltd, one of Coastal Greenland’s shareholders. Completion of the second tranche is awaiting approval from Coastal International, the majority shareholder of Coastal Greenland. Coastal Greenland, a Hong Kong listed PRC-based property developer, will use the funds from the sale to support the company’s growth in China and pay existing debt.

Skadden, Arps, Slate, Meagher & Flom LLP has represented JP Morgan Securities Japan Co Ltd as financial advisor to Sumitomo Electric Industries Ltd in its approximately US$140 million acquisition via tender offer of part of the shares of Nissin Electric Co Ltd and all of the shares of Toyokuni Electric Co Ltd. Nissin Electric and Toyokuni Electric are manufacturers of electrical products and subsidiaries of Sumitomo.

Skadden, Arps, Slate, Meagher & Flom has represented Mission Hills Group, an operator of resorts in China, in its approximately US$90 million acquisition of a controlling stake in Hsin Chong Construction Group Ltd and its subsequent US$64 million mandatory offer for the remaining shares in Hsin Chong Construction.

Skadden, Arps, Slate, Meagher & Flom has represented UBS AG, Deutsche Bank Securities Inc and Citigroup Global Markets Inc as joint global coordinators in an approximately US$581 million follow-on registered offering of American Depositary Shares listed on the Nasdaq Global Market by Melco PBL Entertainment Limited, an owner and developer of casino gaming and entertainment resort facilities.

Sullivan & Cromwell LLP has represented Alibaba.com Limited in its initial public offering of 858,901,000 ordinary shares, which raised gross proceeds of approximately US$1.5 billion. This transaction is the second largest IPO ever by an Internet company worldwide. The overallotment option to purchase an additional 113,678,000 ordinary shares, which would increase the size of the IPO to around US$1.7 billion, has been exercised in full by the underwriters and was expected to close on November 14, 2007. The IPO consisted of a Rule 144A offering in the US, a Regulation S offering outside of the US and a public offering and listing in Hong Kong. Goldman Sachs, Morgan Stanley and Deutsche Bank were the joint lead managers of the IPO.

Sullivan & Cromwell LLP has represented China Merchants Bank Co Ltd in its successful application to the US Federal Reserve to establish a branch in New York. China Merchants is the first Chinese bank to receive the Board’s approval to establish a branch in the US since the adoption of the Foreign Bank Supervision Enhancement Act of 1991. The company’s successful application will serve as a model for other Chinese banks seeking to establish commercial banking operations in the US. China Merchants is the sixth largest bank in China. It has total assets of about US$164 billion.

Venture Law has represented DBS Bank Ltd and Citigroup Global Markets Singapore Pte Ltd as the joint lead managers and underwriters in the S$300 million equity fund raising of CDL Hospitality Trusts, a group that includes CDL Hospitality Real Estate Investment Trust and CDL Hospitality Business Trust, listed on the Singapore Stock Exchange.

Venture Law has advised DBS Bank Ltd and Credit Suisse (Singapore) Limited as joint global coordinators, bookrunners and underwriters in matters of Singapore law in connection with the S$263 million Rule 144A/Regulation S IPO of ARA Asset Management Limited, and a listing of shares on the Singapore Stock Exchange.

Venture Law has represented Oversea-Chinese Banking Corporation Limited as the manager, underwriter and placement agent in the S$28 million IPO of Dutech Holdings Limited listed on the Singapore Exchange.

White & Case has represented Citigroup Global Markets Limited and PT Danareksa Sekuritas as the sole international placing agent and the underwriters in connection with the US$230 million Regulation S initial public offering of PT Ciputra Property Tbk (a developer of commercial properties in Indonesia) and a listing of shares on the Jakarta Stock Exchange.

White & Case has advised Zhong An Real Estate Limited on its HK$3.6 billion (US$464 million) Rule 144A/Regulation S IPO with a listing of its shares on the mainboard of the Hong Kong Stock Exchange. This amount represents the proceeds raised before the overallotment option is exercised. The Hong Kong public offering was 177 times oversubscribed and the international offering was significantly oversubscribed. The issue was priced at HK$6.67 per share.

WongPartnership has acted for China Hongcheng Holdings Limited in its IPO. China Hongcheng Holdings Limited is a large home textile manufacturer in China.

WongPartnership has acted for Morgan Stanley Asia (Singapore) Pte, Morgan Stanley & Co International plc and Credit Suisse (Singapore) Limited as underwriters in the IPO of Saizen Real Estate Investment Trust (comprising an international placement under Regulation S), which raised proceeds of US$135.96 million. This is the first Singapore REIT with Japanese regional residential properties. Saizen REIT invests in 148 residential properties in 12 cities in Japan.

WongPartnership has acted for Reyphon Agriceutical Limited in its IPO. Reyphon Agriceutical Limited is a large manufacturer of gibberellic acids in China.