Deals – 2 April 2009

Clifford Chance advised Morgan Stanley as a shareholder of United Industrial Corp Ltd (UIC) in relation to the offer made by United Overseas Land for UIC and the sale by Morgan Stanley of 11 percent of UIC’s issued share capital to United Overseas Land. Lead counsel on the transaction were Hong Kong corporate partners Mark Shipman and Matthias Feldmann and Singapore corporate partner Lee Taylor.

Clifford Chance has advised the lenders on a US$225 million financing for a refinery development by Pertamina, Indonesia’s state-owned oil and gas company. A team led by partner Ting Ting Tan advised BNP Paribas, The Hong Kong and Shanghai Banking Corp Ltd, and The Sumitomo Trust & Banking Co Ltd on the financing.

Deacons acted for a subsidiary of Thailand multi-national energy company PTT International in a major international deal to buy up to a US$325 million stake in SBI, a coal subsidiary of Straits Resources Ltd. Shaun McRobert, head of equity & capital markets in Western Australia acted lead partner on the deal, which involved extensive cross-border due diligence, complex joint venture negotiations and a competitive bid structure within a dual level regulatory regime.

DLA Phillips Fox acted for GMO Renewable Resources on the A$172 million acquisition from Gunns’ subsidiary Auspine of approximately 33,000 ha of standing softwood plantations in Victoria and South Australia (the Green Triangle Region).

DLA Piper has advised Daiwa Securities SMBC Principal Investments Co Ltd and Quantum Leaps Corp in the formation of a US$300 million new growth fund aimed at investing in technology oriented companies with high growth potential in Asia. The deal was led by Koji Ishikawa in the firm’s Tokyo office. The firm advised both Daiwa and Quantum on fund formation, fund structure, documentation and regulatory issues.

Drew & Napier LLC acted as counsel to Germanischer Lloyd in the acquisition of International Refinery Services Ltd. The team was led by Petrus Huang, director, Douglas Koh, Dax Lim, Lin Jie and Alex Wang.

Drew & Napier LLC acted as counsel to OSIM International Ltd in respect of the proposed renounceable non-underwritten rights issue of up to 120,408,442 new ordinary shares in the capital of the company. Pursuant to the rights issue, the firm also assisted the company in their adjustment of warrants and the corresponding listing and quotation of additional warrants on the official list of the main board of the Singapore Stock Exchange. The team was led by director Petrus Huang.

Freshfields Bruckhaus Deringer has advised Morgan Stanley on the formation of a securities joint venture combining Morgan Stanley Japan Securities Co Ltd and Mitsubishi UFJ Securities Co Ltd. Mitsubishi UFJ Financial Group Inc will own a 60 percent stake with Morgan Stanley owning a 40 percent stake. The team was led by Tokyo partners James Lawden, Naoki Kinami, James Wood and Junzaburo Kiuchi.

Khaitan & Co advised Novavax as Indian legal counsel in their joint venture with Cadila Pharmaceuticals Ltd. The venture plans to develop, manufacture and market vaccines, pharmaceuticals and diagnostic products in India.

Kim & Chang advised Kim Young-hye, the largest shareholder of First Fire & Marine Insurance Co Ltd, in her sale of 26.4 percent of the shares in the company. The 125.3 billion Korean won deal was led by key partners Young-Man Huh and Woong Park.

Kim & Chang acted as Korean legal counsel to the Korea District Heating Corp in their issuance of global medial term notes in an amount of US$3 billion. Partners Soo-Man Park and Kyu-Sik Kim led the advisory team on the transaction.

Kim & Chang acted as Korean legal counsel to Shinhan Financial Group Co Ltd in their issuance of 78 million new common shares in the amount of 1.31 trillion Korean won. The rights issuance marked the first time such a structure was undertaken by a Korean bank holding company. Young-Man Huh and Myoung-Jae Chung acted as lead partners on the transaction.

Paul, Hastings, Janofsky & Walker has advised CITIC Capital China Real Estate Investment Fund III in its private investment in public entity investment in SRE Group Ltd, a PRC real estate company listed on the Hong Kong Stock Exchange. The advisory team was led by corporate partner Chau Ho.

WongPartnership LLP acted for Straits Asia Resources Ltd in the pre-conditional mandatory cash offer by JP Morgan (SEA) Ltd for and on behalf of Lints Ltd to acquire all the issued ordinary shares in the capital of the client on completion of their acquisition of ordinary shares representing approximately 60 percent for approximately S$880 million. Partners Ng Wai King and Dawn Law led the transaction.

WongPartnership LLP acted for Macquarie Fund Solutions in connection with its application to the Monetary Authority of Singapore for recognition of one of its sub-funds known as the Macquarie Fund Solutions – Macquarie And Rogers™ China Agriculture Fund; and its proposed offering of the fund to the retail public in Singapore. Partner Low Kah Keong led the transaction.

WongPartnership LLP acted for CapitaLand Ltd as the 29.7 percent shareholder of CapitaMall Trust in its 9-for-10 rights issue that will raise S$1.23 billion. CapitaLand has agreed to sub-underwrite up to 60 percent of the 9-for-10 rights issue. Partners Rachel Eng and Chong Hong Chiang led the transaction.