Deals – 19 June 2008

Amarchand Mangaldas advised Grasim Industries Ltd in relation to the proposed transfer/sale of its sponge iron manufacturing unit called ‘Vikram Ispat’, by way of a slump sale pursuant to a Court sanctioned scheme of arrangement under Sections 391 – 394 of the Companies Act, 1956 for a consideration of Rs1,030 crores.

Appleby has acted for Media Chinese Investment Ltd, a company listed on the Stock Exchange of Hong Kong, as Bermuda counsel in respect of its additional primary listing on the Main Board of the Malaysian stock exchange. The company is listed on the Hong Kong Stock Exchange and after its Malaysia listing, has become the first company with dual primary listings in both Hong Kong and Malaysia as well as the first offshore company listed in Malaysia.

Baker & McKenzie has advised Borders Group Inc with respect to the sale of Borders’ Australia, New Zealand and Singapore businesses to A&R Whitcoulls. The businesses comprise 30 superstores across Australia, New Zealand and Singapore and is owned by private equity firm Pacific Equity Partners.

Baker & McKenzie ’s corporate team in Vietnam recently advised Rohm and Haas on the planned construction of a US$10 million acrylic emulsion facility in Nhon Trach city, within the Dong Nai province of Vietnam.

Baker & McKenzie‘s mergers and acquisitions team in Vietnam represented Standard Chartered Bank in relation to its acquisition of an additional 6.16 percent stake in the Asia Commercial Bank from the International Finance Corp, raising its holding from 8.84 percent to the maximum 15 percent. Under the deal, Standard Chartered Bank also increased its holdings in Asia Commercial Bank’s outstanding convertible bonds from 8.76 percent to 15.86 percent.

Clifford Chance has advised Richard Austen on his management buy-out of Arthur J Gallagher Asia Pte Ltd.

Clifford Chance has advised the Carlyle Group on the acquisition of the cash systems business of De La Rue plc, for approximately £360 million.

Clifford Chance has advised JPMorgan ASSG on their US$80 million investment in Narayana Hrudayalaya Pvt Ltd, a company which is engaged in building and operating specialist cardiac hospitals and other primary healthcare facilities.

Clifford Chance has advised Saint-Gobain on its acquisition of the 43.64 percent stake held by Nippon Sheet Glass in MAG and JV arrangements with Taiheiyo Cement Corp. The acquisition was made for an amount of ¥1,750 million.

Commerce & Finance Law Offices has advised Credit Suisse on the successful initial public offering (IPO) of Chongqing Machinery & Electric Co Ltd.

Commerce & Finance Law Offices has represented Unicome in the sale of its network based on code-division multiple access technology (CDMA) to China Telecom and merger with China Unicom.

Debevoise & Plimpton LLP has advised investment vehicles managed by HarbourVest Partners, Pantheon Ventures, Partners Group and Paul Capital Partners that have committed to provide financing for the potential going private acquisition of Macquarie Capital Alliance Group (MCAG). The transaction is subject to shareholder approval. MCAG holds interests in four companies: European Directories, Red Bee Media, AIR-serv and Regis Group.

DLA Piper has advised Aureos China Fund LLC (Aureos) on its private equity investment into Chinese company Qingdao Land of State Power Environment Engineering Co Ltd, a wind energy and environmental protection company. The transaction represents a significant boost for QGLD to further develop its R&D capabilities as well as contribute to new energy utilisation in China.

Minter Ellison has assisted on the take private of Macquarie Capital Alliance Group (MCAG), one of Macquarie Group’s listed specialised funds. MCAG is a triple stapled security consisting of shares in an Australian company and a Bermudian company and units in an Australian trust. The take private transaction will be implemented by way of an interdependent Australian scheme of arrangement, Bermudian scheme of arrangement and Australian trust scheme, with MCAG as target.

O’Melveny & Myers LLP represented the underwriters in a US$100 million global offering of Little Sheep Group Ltd and listing of its shares on the Hong Kong Stock Exchange. The Inner Mongolia-based Little Sheep Group Ltd and its owners are offering 245 million shares at HK$3.18 each. The shares sold represent 23.86 percent of the company’s enlarged share capital, assuming no over-allotment option is exercised.

Paul, Hastings, Janofsky & Walker LLP scored victory for Taiwan’s Quanta Computer when the US Supreme Court ruled unanimously to re-affirm the doctrine of patent exhaustion. The decision in Quanta Computer v South Korea’s LG Electronics clarifies that a patentee cannot sell a patented product and still reserve the right to collect additional royalties at several steps along the manufacturing chain, as components are integrated into larger products.

Rajah & Tann LLP acted as counsel to CWT Ltd (CWT) in the disposal of their interest in Cambridge Industrial Trust Management Ltd (CITM) and Cambridge Industrial Property Management Pte Ltd (CIPM) to CREIM Ltd (Creim). CWT, being an SGX Main Board listed company, disposed of its entire direct and indirect interest in CITM and CIPM, respectively, to Creim for an aggregate cash consideration of S$9,200,000.

Shearman & Sterling LLP has advised United Energy Group Ltd, Hong Kong, on its plans to acquire preferred shares of Transmeridian Exploration Inc, Houston, for US$215 million.