Deals – 19 February 2009

Allen & Gledhill LLP advised the joint arrangers and the co-trustee in the Islamic trust certificate issuance programme established by the Monetary Authority of Singapore. The S$200 million certificate represents the first such sukuk established by a statutory board in Singapore and the first local currency sukuk to be established by a central bank of a non-Muslim majority jurisdiction. Yeo Wico led the team of counsel on this transaction.

Allen & Gledhill LLP have advised DBS and Temasek in a two for one rights issue valued at approximately S$4 billion. Under the terms of the offer, Temasek and a subsidiary will subscribe for their respective 27.6 percent holding in DBS entitlements in full. Temasek has also entered into a sub-underwriting agreement with the underwriters pursuant to the issuance. Partner Prawiro Widjaja led the team advising DBS, while partner Lim Mei led those advising Temasek. The listing represents Singapore’s largest ever capital markets transaction.

Atsumi & Partners advised ProLogis on the sale of its interests in its three Japan funds to affiliates of GIC Real Estate, the real estate investment arm of Government of Singapore Investment Corp. Partner Daniel C Hounslow led the advisory team on the transaction, the total value of which was US$1.3 billion.

AZB & Partners advised Bridgestone Corp Japan on its proposed acquisition of 51 percent of the shareholding of NS Antivibration Products Private Ltd. The firm was involved in drafting and negotiating various transaction documents, advising on Indian law issues and drafting an application seeking the approval of the Foreign Investment Board. Gool Kotwal was lead partner on the transaction.

Clayton Utz’s Brisbane team has advised Bank of Queensland on its A$108 million share purchase plan and placement. The team, led by Brisbane corporate partner Tim Reid, worked with the bank to secure relief from the Australian Securities and Investments Commission for an SPP offer of A$10,000 per shareholder, a change to the Commission’s SPP relief policy which has since been extended to other ASX listed companies

Clayton Utz has advised telecommunications company PIPE Networks on a A$10 million placement and related share purchase plan offer. Brisbane corporate partner Tim Reid led on the transaction.

Clifford Chance has advised Aluminum Corp of China on its US$19.5 billion strategic partnership with the Rio Tinto group, the largest outbound investment ever undertaken by a Chinese company. The transaction involves the creation of joint ventures, as well as the issue of convertible bonds to Chinalco which when converted will increase their shareholding to 19 percent in Rio Tinto plc and 14.9 percent in Rio Tinto Ltd, equivalent to an 18 percent overall interest in the Rio Tinto group. The advisory team was led by corporate partners Kathy Honeywood and Nigel Wellings in London and Rupert Li in Beijing

Clifford Chance advised Columbia Capital, through its subsidiary EUN Partners V LLC, on the conditional acquisition, by way of private placement, of a 14.999 per cent stake in Global Voice Group Ltd, a Singapore listed company. Singapore corporate partner Lee Taylor led the advisory team on this transaction, valued at S$6,311,244.

Clifford Chance advised Shell Eastern Petroleum (Pte) Ltd on their divestment of the Agat terminal and related assets in Guam. Lee Taylor, corporate partner in the Singapore office, led the transaction.

Fried, Frank, Harris, Shriver & Jacobson LLP acted as US counsel to Rio Tinto plc in connection with the announced US$19.5 billion cash investment in the company made by Aluminum Corp of China. Lead partners on the deal were Robert Cassanos, Stuart Gelfond and Lee Parks from the firm’s New York office and Richard Steinwurtzel out of Hong Kong.

Harry Elias Partnership recently acted as the seller ‘s Singapore counsel in a divestment exercise involving the sale of an entity of NYSE-listed Dover Corp to Cohu Inc, for a consideration of US$80 million. Partner Claudia Teo led the team on this transaction.

Hogan & Hartson represented China M and Sharp Point in the sale of 67 percent interest in both companies to Telstra for A$302 million (US$198 million) in cash. The team advising on the transaction was led by partner Roger Peng.

Kim & Chang has advised Lam Research Corp in its acquisition of US$3.5 million new shares of Cham & Ci Co Ltd and its 3 year credit facility provision to the same entity, in the amount of US$8.375 million.

Lovells advised Fast Retailing Co on the establishment of CPAT (Singapore) Private Ltd, a joint venture company aimed at fabric and garment manufacturing in the People’s Republic of Bangladesh. Asia corporate head Jamie Barr and Tokyo head of corporate Rika Beppu led counsel in the transaction, in which the client, two Chinese and one Bangladeshi firm formed the new venture.

Mayer Brown advised ProLogis on the sale of its PRC operations and property fund interests in Japan, to affiliates of GIC Real Estate, the real estate investment arm of the Government of Singapore Investment Corp. Net proceeds from the sale comprised of a total cash consideration of US$1.3 billion. The US based team on this transaction was led by Mike Blair and Joe Hable, and the Asia based team was led by Phill Smith and Andy Yeo.

Melli Darsa & Co has advised Barclays PLC in the acquisition of PT Bank Akita, a privately-owned bank in Indonesia. Subject to the necessary approvals, the PT Bank Akita will be re-branded as ‘Barclays Bank Indonesia’. The team of counsel advising on the transaction were led by partner Melli Darsa.

Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Sumitomo Corp in the Indonesian Tanjung Jati B Expansion Project. Sumimoto, through wholly owned subsidiaries, is the sponsor, developer and EPC contractor of Units 3 and 4 of the Tanjung Jati B coal-fired power plant. Lead lawyers on the deal were partners John E ‘Jack’ Lange, Douglas R Davis and Manuel Frey.

Raslan Loong represented Malaysia Airport Holdings Berhad in their financial and corporate restructuring, implemented through a public-private partnership arrangement with the Government of Malaysia. Partner Loong Caesar led the firm’s team on this arrangement, which contained a revenue sharing agreement allowing the Government to benefit from improved performance as well as compensation for commercial losses suffered by the company related to Government policy.

Simmons & Simmons has advised CLSA Equity Capital Markets Ltd as sponsor on the listing of RCG Holdings Ltd, the first AIM-traded company to list on the Hong Kong Stock Exchange. The listing was by way of introduction and the firm advised on both Hong Kong and English law in relation to the matter. The advisory team was led by partners Charles Mayo and Henry Ong.

Slaughter and May advised China National Building Material Co Ltd in relation to the placing of an aggregate of 298,555,032 H shares, raising approximately US$302 million, pursuant to a special mandate that was granted by its shareholders last year. Benita Yu acted as lead partner on this transaction.

White & Case LLP represented memory chip-maker SanDisk Corp in the restructuring of their two semiconductor production joint ventures and related manufacturing equipment lease financings with Toshiba Corp in Japan. The restructuring, valued at US$1.2 billion, involved the transfer of portions of existing production capacity in the two joint ventures directly to Toshiba and the transfer of the related production equipment for that purpose from the joint ventures to Toshiba. Tokyo based partner Robert Grondine led the advisory team on this transaction.