|Herbert Smith has advised of Industrial & Commercial Bank of China (ICBC) in connection with the bank’s IPO. ICBC, the largest commercial bank in the People’s Republic of China, completed its initial public offering and dual listing on the Hong Kong Stock Exchange and Shanghai Stock Exchange of approximately 48 billion shares, raising gross proceeds of approximately US$19.1 billion. Sullivan & Cromwell represented The Goldman Sachs Group, Inc., Allianz AG and American Express Company, the strategic investors of ICBC. Commerce & Finance Law Offices acted as the PRC law counsel. This offering is the world’s largest-ever IPO.
Freshfields Bruckhaus Deringer advised Credit Suisse Group, CICC, Deutsche Bank, Merril Lynch and ICEA Capital on the US$19.1bn Hong Kong IPO and global offering of Industrial and Commercial Bank of China.
Allen & Overy has advised Mizuho Securities Co Ltd in relation to a JPY560,310,000,000 (US$4.8 billion) synthetic CLO for Mizuho Corporate Bank, Ltd. This transaction will assist Mizuho Corporate Bank Ltd to further control and enhance their proactive portfolio management strategy. The CLO relates to a portfolio of loans advanced to non-Japanese corporate borrowers (approximately 50 percent of which are US borrowers with the remainder based in Europe and Asia). In total JPY102 billion of Notes were issued by CuBic One Limited (a Cayman SPV), with ratings from Moody’s and S&P ranging from Aaa/AAA to Ba2/BB. The remainder of the credit default swaps were with super senior counterparties. The Note issue is the largest for a Japanese bank CLO with a non-Japanese loan portfolio.
Clifford Chance advised Asia Timber Products Company Limited, a special purpose vehicle established by funds advised by CVC Asia Pacific Limited, on its leveraged buyout of PTP Group (BVI) and PTP Hubei Group (BVI), the Chinese timber product business owned by Carter Holt Harvey, the leading New Zealand wood products company. The transaction is CVC’s first leveraged buyout investment in the PRC and one of the first leveraged buyouts that has been undertaken in PRC.
Freshfields Bruckhaus Deringer advised Yara, one of the world’s largest fertiliser manufacturers, on a strategic investment in China Blue Chemicals as part of its IPO.
Heller Ehrman represented H&Q Asia Pacific on the sale to Starbucks Corporation of H&Q Asia Pacific’s controlling interest in Beijing Mei Da Coffee Co. Ltd, the operator of over 60 Starbucks retail stores in Beijing and Tianjin, the PRC, and the authorized licensee of Starbucks Coffee International. As controlling shareholder of Beijing Mei Da Coffee, H&Q Asia Pacific, a leading private equity firm that has managed total assets of over US$2.1 billion, was instrumental in bringing Starbucks Coffee to China. It opened the first Starbucks store in China in 1999.
O’Melveny & Myers LLP has represented Mindray Medical International Limited, a leading developer, manufacturer and marketer of medical devices in China, in its initial public offering of American depositary shares (ADSs) on the New York Stock Exchange. The offering, including ADSs issued upon exercise of the underwriters’ option at closing, consisted of 23 million ADSs at US$13.50 per ADS. The US$310.5 million offering consisted of 12,643,000 ADSs offered by Mindray and 10,357,000 ADSs offered by selling shareholders. Mindray expects to use the net proceeds from this offering to construct a new headquarters building and expand its manufacturing, assembly and warehouse facilities, including the potential relocation into a new facility in Shenzhen, China, and to fund working capital and for other general corporate purposes.
Clifford Chance advised funds managed and advised by CCMP Capital Asia Pte. Ltd on the purchase by a newly formed Dutch investment company of the entire issued share capital of Buy The Way Co., Ltd (which operates a retail chain of convenience stores in South Korea), by way of a LBO, with a total transaction value of US$198 million.
Freshfields Bruckhaus Deringer advised Morgan Stanley on its acquisition of Nantung Bank in China.
Milbank, Tweed, Hadley & McCloy LLP has advised Hynix-ST Semiconductor Ltd on the recently completed US $1 billion bank debt financing for a semiconductor chip manufacturing plant being constructed in Wuxi, Jiangsu Province. The total construction cost will be approximately US $2 billion. Hynix-ST is a joint venture between two global leaders in the semiconductor industry, Korea’s Hynix Semiconductor Inc and Geneva-based STMicroelectronics NV. Milbank represented Hynix-ST and Hynix in the financing, which consisted of a US $750 million senior syndicated term loan facility co-led by Industrial and Commercial Bank of China, China Development Bank and Agricultural Bank of China, and a US$250 million junior loan from DBS Bank Ltd.
O’Melveny & Myers LLP lately represented Mindray Medical International Limited, a leading developer, manufacturer and marketer of medical devices in China, in its initial public offering of American depositary shares (ADSs) on the New York Stock Exchange. The offering, including ADSs issued upon exercise of the underwriters’ option at closing, consisted of 23 million ADSs at US$13.50 per ADS.
White & Case has represented Merrill Lynch, as lead manager and sole bookrunner, and Phatra Securities, as financial adviser, on a US$220 million offering of perpetual non-cumulative tier-one securities by Krung Thai Bank Public Company Limited. The Regulation S, English law transaction originally priced on 19 September, just before news of Thailand’s military coup became public. The transaction was mutually terminated by Merrill, Phatra and Krung Thai and re-priced in October.
Clifford Chance advised Government of Singapore Investment Corp Pte Ltd on its US$358 million investment in connection with the IPO of Industrial and Commercial Bank of China.
DLA Piper advised Softbank Asia Infrastructure Fund, a leading China focused venture capital firm, on the financing of Global IELTS Schools operated by the Beijing Global Education & Technology Group (aka the “Yasi” Schools). This financing comes at the heel of the successful listing of the New Oriental Education & Technology Group Inc. on the NYSE.
Baker & McKenzie GJBJ Tokyo Aoyama Aoki Law Office (Gaikokuho Joint Enterprise) advised InterContinental Hotels Group, the world’s largest hotel group, on its hotel operating joint venture partnership with All Nippon Airways, Japan’s largest domestic carrier. All Nippon Airways was represented by leading domestic firm, Nagashima Ohno and Tsunematsu.
Makarim & Taira S. has acted as the Indonesian counsel to UBS AG and Deutsche Bank AG, Singapore Branch as Joint Global Co-ordinators and Underwriters for the offshore dual listing and offering of shares in PT Berlian Laju Tanker Tbk., one of Indonesia’s largest shipping companies. This is a pioneer deal since this is the first time an Indonesian publicly listed company has listed its shares with a foreign stock exchange (i.e. the Singapore Exchange Securities Trading Limited or “SGX-ST”) while its shares are already listed with the Jakarta Stock Exchange and Surabaya Stock Exchange.
Clifford Chance advised Government of Singapore Real Estate Limited on its joint venture with China Resources Limited to develop high end mixed use retail and residential projects in Dalian, the PRC.
Gide Loyrette Nouel advised the Emotion group, leader in the Asian events management market, on its takeover by Publicis Groupe. Publicis Groupe was advised by White & Case.
Latham & Watkins LLP represented Home Inns & Hotels Management Inc. in connection with its initial public offering of 9,085,000 American Depository Shares, representing 18,170,000 Ordinary Shares, and listing on the Nasdaq Global Market. The offering raised US$125 million. Credit Suisse and Merrill Lynch & Co. acted as the joint book runners for the offering. Home Inns & Hotels Management is a leading economy hotel chain in China.
Simmons & Simmons has advised Barclays Global Investors North Asia Limited on the first Exchange Traded Fund to offer Hong Kong’s investors exposure to the India market. This is the only such fund listed on The Stock Exchange of Hong Kong.
UAE Ministry of Finance issues guidance on Economic Substance Regulations
Thirteen topics covered in the guidance that may be of interest to businesses affected by the regulations.
David Miles remembered
We mourn the passing of a remarkable lawyer and dear friend.