Deals – 2 August 2007

Baker & McKenzie has advised Fletcher Building Limited on its acquisition of Formica Corporation from Cerberus Capital Management LP. The sale closed on 2 July 2007 at a price of US$700 million, with additional contingent payments of up to US$50 million based on Formica achieving specific performance milestones. A global Baker & McKenzie team assisted Fletcher Building with various aspects of the transaction.

Baker & McKenzie‘s mergers and acquisitions team in Hong Kong recently acted for Hong Kong-listed Matrix Holdings Limited (Matrix) on its acquisition of all of the equity interests of The Funrise Group for a consideration of US$23 million, subject to certain adjustments. Matrix will indirectly hold 100 percent of the equity of the Funrise Group through Maxibase International Limited, an indirect wholly-owned subsidiary of Matrix.

Clifford Chance has advised leading mezzanine capital provider Intermediate Capital Group (ICG) on its provision of mezzanine capital and equity co-investment with 3i in Singapore-based Franklin Offshore. Franklin Offshore is a leading provider of logistics services to oil companies and rig owners, including rigging, mooring and lifting products. It has been recognised as one of Singapore’s top 50 most enterprising companies. With offices in Europe, Asia and Australia, ICG has funds under management of €8.5 billion including CDOs, leveraged loan funds, Europe’s largest independent mezzanine fund, and the first dedicated Asia Pacific mezzanine fund.

Freshfields Bruckhaus Deringer advised private equity group Baring Private Equity Asia on the purchase of 100 percent of Barclay Vouchers Co Ltd, a profitable Japanese luncheon voucher and meal coupon provider serving about six thousand offices and clients. The investment is the first buyout in Japan for Baring Asia, which opened its Tokyo office in January 2007.

Freshfields Bruckhaus Deringer advised Capital Today (HK) Limited on its US$20 million acquisition of certain equity interests in Rongqing Logistics Co Ltd and the consequent conversion of Rongqing Logistics Co Ltd into a foreign invested logistics company. The acquisition was by way of subscription of new equity interest. The agreements were signed on 7 July 2007 and completion should be conditional on the completion of the restructuring of Rongqing Logistics Co Ltd and PRC governmental approval.

Freshfields Bruckhaus Deringer advised China Communications Services Corporation Limited (CCS) on its US$607 million acquisition of specialised telecommunications assets and businesses in 13 provinces and municipalities in the PRC and on certain non-exempt continuing connected transactions from its parent company China Telecommunications Corporation. The acquisition constitutes both a major and a connected transaction for CCS.

Freshfields Bruckhaus Deringer advised China Telecom Corporation Limited in its non-exempt continuing connected transaction on the amendment of its strategic cooperation agreement with China Communications Services Limited.

Freshfields Bruckhaus Deringer advised China Telecom Corporation Limited (China Telecom) on the purchase of certain assets from its parent. China Telecom acquired three companies from China Telecommunications Corporation for a consideration of 1.408 billion renminbi.

Freshfields Bruckhaus Deringer advised Credit Suisse on a placement of shares by the Chairman of Chaoda.

Freshfields Bruckhaus Deringer advised Greater Pacific Capital on its acquisition of one third of Hubei Ready Medicine Co Ltd’s wholesale and retail pharmaceutical business in China for US$50 million. The transaction is structured as the establishment of a new co-operative joint venture between these companies in China and the new joint venture company will first acquire Hubei Ready Medicine’s wholesale pharmaceutical business and then its retail business by setting up a retail subsidiary at a later date. The parties simultaneously agreed on an offshore SPV holding structure, which would be implemented as and when it becomes legally and commercially feasible. The onshore transaction is subject to Chinese regulatory approval.

Freshfields Bruckhaus Deringer advised UBS, as the sole placing agent, on the placement of 96,900,000 shares by Shanghai Industrial Holdings, the Hong Kong-listed investment arm of the Shanghai municipal government, on the Hong Kong Stock Exchange.

Herbert Smith has completed share placements for two Hong Kong-listed mainland property companies, which between them raised approximately US$542 million. CC Land Holdings Limited, a major property developer operating in western China, placed 360 million existing shares at HK$8.1 per share. The placing shares represent almost 20 percent of the issued share capital of the company and raised HK$2.92 billion (US$374 million). Herbert Smith advised Citigroup and Credit Suisse as placing agents.

Herbert Smith advised Citigroup as the sole placing agent for Shenzhen Investment Limited on its placing of existing shares for HK$1.31 billion (US$168 million). A total of 200 million shares were offered at HK$6.56 per share. Shenzhen Investment, a property developer in southern China, is also the investment arm of the Shenzhen municipal government. The company has acquired many sites in Shenzhen, Dongguan, Foshan City and Anhui, and has a land bank of more than nine million square metres. The capital raised by both developers will be used for further land acquisitions and property development.

Johnson Stokes & Master (JSM) advised China Central Properties Limited (CCP) in its share offering on the AIM Market of the London Stock Exchange and the issuance of a convertible bond with a principal amount of US$200 million. CCP’s shares were admitted to the AIM Market on 13 June 2007, which raised approximately ₤150 million. Deutsche Bank acted as the sole global coordinator and nominated adviser in the share offering. CCP focuses primarily on investing in medium to large partially completed property projects in major and secondary cities in the PRC. It is held as to approximately 40 percent by a wholly-owned subsidiary of Shui On Construction and Materials Company Limited, a Main Board listed company on the Stock Exchange of Hong Kong. JSM is also acting for Shui On on the matter. Several other investors such as Spinnaker, CQS, Deutsche Bank, Och-Ziff, Stark, UBS and Highbridge have also invested in CCP through subscription of CCP’s shares and/or convertible bonds.

Johnson Stokes & Master (JSM) advised The Hong Kong and Shanghai Banking Corporation Limited (HSBC) in the initial public offering of HSBC China Dragon Fund (the Fund). JSM advised HSBC, the sole global coordinator, sole bookrunner and sole listing agent, in the listing of the units in the Fund on the Main Board of the Hong Kong Stock Exchange. The units in the Fund listed and traded on the Hong Kong Stock Exchange on 20 July 2007. The Fund is the first actively-managed Chinese closed-ended fund listed and traded in Hong Kong that allows investors access to A-shares through the qualified foreign institutional investor scheme

KhattarWong acted for Stirling Coleman Capital Limited, the manager, underwriter and placement agent of China Sports International Limited (China Sports) in its initial public offering (IPO). China Sports was listed on the Main Board of the Singapore Exchange Securities Trading Limited (the SGX-ST) on 18 July 2007. China Sports raised S$80 million in the IPO by issuing 100,000,000 new shares of par value HK$0.08 at the issue price of S$0.80. Based on the issue price of S$0.80, the market capitalization of China Sports is S$269,480,000.

O’Melveny & Myers advised Westinghouse Electric on a US$8 billion contract to build nuclear plants in China.

Paul Hastings Janofsky & Walker LLP has represented Indian telecom service provider Reliance Communications Ltd in the signing of a definitive agreement to acquire San Francisco-based Yipes Holdings Inc, the leading provider of managed Ethernet services. The 100 percent buyout will be made through Reliance Communications’ wholly owned subsidiary, FLAG Telecom Group Ltd. The transaction, valued at US$300 million, marks the largest acquisition that Reliance Communications has ever made.

Skadden, Arps, Slate, Meagher & Flom is representing Signal Media and Communications Holdings Limited, a company listed on the Hong Kong Stock Exchange, in its approximately US$200 million proposed acquisition of an 86 percent stake in Macau-based real estate company, Sociedade de Investimento Imobiliário Pun Keng Van SA. PIL and Pebble Rise, two wholly owned subsidiaries of Signal Media, are the acquirors in this deal. When the deal closes, Signal Media will own 95 percent of the Macau company. The transaction is expected to close in September. Skadden is also representing Signal Media in its US$24 million primary placing of new shares.

Slaughter and May Hong Kong advised on the initial public offering and Hong Kong listing of KWG Property Holding Limited (KWG), which raised approximately HK$5.2 billion (US$671 million), after exercise of the over-allotment option. Slaughter and May acted as Hong Kong counsel to Morgan Stanley, global co-ordinator and bookrunner, and ICEA Capital as joint lead manager. The retail and institutional tranches of the offering were 227 and 185 times oversubscribed, respectively.

Sullivan & Cromwell has announced its representation of CVC Capital Partners (UK) in its pending US$2.18 billion acquisition of Univar NV (The Netherlands).

Sullivan & Cromwell has announced its representation of Goldman Sachs as financial advisor to Medtronic, Inc (US) in its pending US$3.9 billion acquisition of Kyphon Inc (US).

Sullivan & Cromwell has announced its representation of KeyCorp (US) in its pending US$575 million acquisition of USB Holding Co Inc (US).

Sullivan & Cromwell has announced its representation of SunTrust Banks (US) as seller in the pending US$624 million acquisition of Lighthouse Partners (US) by HFA Holdings (Australia).

White & Case acted for Credit Suisse, Singapore Branch as the arranger of a US$600 million unsecured syndicated loan to the state owned Vietnam Shipbuilding Industry Corporation. The facility is a rated deal and is guaranteed by 20 Vietnamese subsidiaries of Vinashin.

White & Case represented Enercoal Resources Pte Ltd (a Singapore finance subsidiary), as issuer, and its parent company, PT Bumi Resources Tbk., the largest coal mining and exporting company in Indonesia, as guarantor, in the offering of US$300 million Zero Coupon Guaranteed Convertible Bonds due 2012. The Bonds were issued by Enercoal and are guaranteed by, and convertible into ordinary shares of, Bumi Resources. Venture Law, our formal law alliance partner, advised the issuer and the guarantor as to matters of Singapore law. Credit Suisse acted as Sole Bookrunner and Lead Manager for the transaction.

White & Case advised PT Bakrie Telecom Tbk (BTEL) as the borrower under a US$145 million facility arranged by Credit Suisse, Singapore Branch and PT Danatama Makmur and secured against the assets of BTEL. Subject to the satisfaction of certain conditions, the facility may be upsized at the option of BTEL up to an aggregate principal amount of US$220 million. BTEL is a public company listed on the Jakarta Stock Exchange and is a leader in providing affordable fixed wireless telecommunications services in Indonesia.

White & Case represented PT Sampoerna Agro Tbk, a leading palm oil producer in Indonesia, in connection with its US$119 million global initial public offering of 461,350,000 shares under Regulation S, with a listing of the shares on the Jakarta Stock Exchange.

WongPartnership acted for Swiber Holdings Limited in the establishment of approximately US$198.78 million Multicurrency Medium Term Note Programme, arranged by Citicorp Investment Bank (Singapore) Limited.