Deals – 19 April 2007

Johnson Stokes & Master have advised CITIC 1616 Holdings Limited (CITIC 1616) on its listing on the Hong Kong Stock Exchange on April 3, 2007. The public offering was approximately 962 times subscribed. CITIC 1616 is a provider of connectivity and value-added services to telecoms operators with a focus on the China and Hong Kong telecoms markets. It owns and operates an independent telecoms hub that provides interoperability, interconnections and value-added services to approximately 240 customers (mainly telecoms operators) around the globe.

Johnson Stokes & Master (JSM) has represented the majority owners in the successful application in the Lands Tribunal for a compulsory order for sale of Villa Splendor Numbers 9-12 Chun Fai Terrace, Hong Kong. JSM also acted for the majority owners in the Lands Tribunal and in the Court of Appeal in successfully opposing the applications by the minority owner for a stay of the execution of the order for sale. Pursuant to the order, the property was put up for public auction on April 4, 2007 and sold at the price of HK$508.89 million. JSM also acted in the purchase.

Lovells has advised Bank of Overseas Chinese (BOOC), a Taiwan-based commercial bank, on its proposed US$427 million acquisition by Citibank. The transaction will be completed by way of a cash-out statutory merger at a price of NTD11.80 (US$0.36) per share in cash, subject to certain closing adjustments, giving an aggregate consideration of approximately US$427 million. The merger is expected to close in the second half of 2007. Polaris Securities and certain other major shareholders have agreed to vote in favour of the proposed transaction. The operations of Citibank Taiwan and BOOC will be combined following the consummation of the merger. The combination will create a business with 66 branches and assets of US$22.8 billion, making it the largest international bank in Taiwan and the 13th largest among all domestic Taiwan banks by total assets.

Paul, Weiss, Rifkind, Wharton & Garrison (Paul Weiss) has advised Citigroup Inc on its $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. Citigroup and Nikko commenced operations of a Japanese joint venture investment bank in 1998, and Citigroup is currently a 4.9 percent owner of Nikko. Citigroup has, for some time, been interested in acquiring a controlling stake in Nikko and engaged Paul Weiss in 2003 to help them analyse various options regarding Nikko. Following Nikko’s discovery, late last year, of an accounting scandal which led to the resignation of its chairman, president and other senior officers, Nikko has been reviewing its alternatives, a process that led to the agreement with Citigroup.

Paul, Weiss, Rifkind, Wharton & Garrison has advised Polo Ralph Lauren Corporation on a agreement to acquire the outstanding shares of Impact 21 Co, its Japanese sub-licensee for men’s, women’s and jeans apparel and accessories that it does not currently own. The offer for 2,600 yen per share (approximately US$22 per share) in cash is supported by the board of Impact 21 and its largest shareholder. Polo Ralph Lauren also announced that it has entered into an agreement to purchase the remaining 50 percent interest in its Japanese Master Licensee, Polo Ralph Lauren Japan for 2.7 billion yen (approximately US$23 million).

Simmons & Simmons has advised Société Générale and Lyxor International Asset Management on the listing of the first UCITS III Exchange Traded Funds (ETFs) in Hong Kong. The firm advised on the ETF’s Securities and Futures Commission (SFC) authorisation and listing on The Stock Exchange of Hong Kong (SEHK). These are the first French entities to be listed on the SEHK. One of the ETFs, Lyxor ETF Commodities CRB (Reuters/Jefferies CRB Index), is the first ETF authorised and listed in Hong Kong that tracks a commodities index. Two of the ETFs, Lyxor ETF MSCI World and Lyxor ETF MSCI AC Asia-Pacific ex Japan, began trading today. Lyxor ETF MSCI India, Lyxor ETF MSCI Korea, Lyxor ETF NASDAQ-100 and Lyxor ETF Commodities CRB (Reuters/Jefferies CRB Index) will be listed on the SEHK on Thursday 26 April 2007. The funds, which are FCPs approved as UCITS, track an index and can be bought and sold like normal company shares. The ETFs are all listed on Euronext, Paris.

Vinson & Elkins has advised Cirrus Logic Inc in its acquisition of all the outstanding stock of Shanghai-based fabless integrated circuit (IC) designer, Caretta Integrated Circuits. Cirrus Logic paid Caretta’s stockholders US$10.5 million in cash and has agreed to pay certain employees a potential earn-out based on financial performance over the next two years. Cirrus Logic is a NASDAQ-listed leading designer of high-precision analog, mixed-signal and embedded integrated circuits, and is headquartered in Austin, Texas US.

Watson, Farley & Williams has acted for The Bank of Tokyo-Mitsubishi UFJ Ltd and Bayerische Hypo- und Vereinsbank AG as lenders of a US$250 million secured revolving credit facility to FSL Trust Management Pte Ltd, in its capacity as trustee-manager of First Ship Lease Trust (FSL Trust), a Singapore registered business trust established under the Singapore Maritime Finance Incentive Scheme and specialising in non-tax driven leasing services to the global shipping industry. It is the second such trust to be listed on the Singapore Stock Exchange having successfully completed its IPO on March 27, 2007. The purpose of the facility is to grow FSL Trust’s portfolio by financing the acquisition of additional vessels to expand its initial fleet of 13 vessels comprising product tankers, chemical tankers, containerships and dry bulk carriers, all on bareboat charter to high profile operators including James Fisher and Sons plc, Evergreen, Berlian Laju Tanker and Siba Ships.

Watson, Farley & Williams has assisted First Olsen Ltd (FOL) in the spin-off of its floating production activities in Fred. Olsen Production AS (FOP) and FOP in connection with its successful private placement of 44 million new shares with gross proceeds of NOK1,188 million. FOP is among the leading operators of floating production installations with considerable experience and a strong market position and currently owns and operates five FPSO/FSO units, with a further unit to be added this year upon completion of its conversion from a suezmax tanker. WFW assisted in relation to the corporate, asset and finance restructuring that was required for a successful spin-off and private placement.

Watson, Farley & Williams has acted for Malaysia Deepwater Floating Terminal (Kikeh) Limited (a joint venture between MISC Berhad of Malaysia and SBM Holding Inc of Switzerland) in the pre and post delivery project financing of the FPSO Kikeh to be Malaysian flagged and operational in the Kikeh field offshore Sabah (East Malaysia). The US$415 million limited-recourse syndicated term loan facility, for which Fortis is the Sole Bookrunner and Mandated Lead Arranger, is to finance the FPSO Kikeh project for MISC Berhad and SBM Offshore. This project in the Kikeh field, offshore Sabah, will be the first FPSO project jointly owned and operated by MISC and SBM in Asia.

WongPartnership advised UBS (Global Co-ordinator, Joint Lead Manager) and DBS (Joint Lead Manager) for the initial public offering of units in Yangzijiang Shipbuilding (Holdings) Ltd (comprising an international placement under Rule 144A and Regulation S). Based on the maximum pricing, it is expected to raise gross proceeds exceeding S$940 million, making it the largest IPO from China to ever list on the SGX, and the largest offering in 2007 to date.

WongPartnership advised Golden Ace Pte. Ltd (the Offeror), a joint venture company formed by Dubai-based Emaar Properties PJSC group and Indian real estate developer MGF group, in a voluntary conditional cash offer for Singapore-listed retailer RSH Ltd – in a deal that values RSH at around US$245 million.