Deals – 20 March 2008

Clifford Chance has advised Permira IV funds through ENB Lux 1 Sarl and ENB Lux 2 Sarl in the acquisition of an additional minority holding of 0.57 percent of the issued share capital of a Hong Kong listed company, Galaxy Entertainment Group Ltd (Galaxy), which is an add-on to the 19.73 percent stake in Galaxy acquired by ENB Lux 1 Sarl and ENB Lux 2 Sarl on 27 November 2007.

Clifford Chance has advised health and safety risk specialist International SOS on the formation of its strategic alliance with security consultancy Control Risks. International SOS helps organisations manage the health and safety risks facing their travellers and global workforce, providing consultancy, planning services, 24-hour medical and security advice, assistance and evacuation.

Clifford Chance has advised Khazanah Nasional Berhad, the investment holding arm of the Government of Malaysia, on its third highly successful US$550 million issue of exchangeable Shariah-compliant bonds, also known as sukuks. The sukuks will be listed on exchanges in Hong Kong, Labuan and Dubai and are exchangeable into shares of China’s largest department store operator, Parkson Retail Group Ltd. The latest issue was ten times oversubscribed and is the first of the client’s sukuks to be exchangeable into a stock listed outside Malaysia. Clifford Chance also advised the client simultaneously on the secondary placement of US$97 million of shares in Parkson Retail Group Ltd. The sukuk issue and the placement were jointly arranged by CIMB, Deutsche Bank and UBS.

Drew & Napier LLC acted as counsel to Roxy-Pacific Holdings Ltd (Roxy-Pacific) on their initial public offering on the Mainboard of the Singapore Exchange Securities Trading Ltd. Roxy-Pacific, a Singapore property and hotel company, raised S$39.9 million from the sale of offer and placement shares. Roxy-Pacific’s market capitalisation was about S$190 million based upon the offer price of S$0.30 upon its initial public offer. Roxy-Pacific was established in May 1967 and is a home-grown specialty property and hospitality group, principally engaged in the development and sale of residential properties and the ownership of Grand Mercure Roxy Hotel and other investment properties.

Freshfields Bruckhaus Deringer has advised on the successful US$2.3 billion initial public offering (IPO) of China Railway Construction Corporation (CRCC) on the Hong Kong Stock Exchange. CRCC is an ultra-large integrated construction company, with a focus on transportation infrastructure and municipal works, and was listed on the Shanghai Stock Exchange. Total funds raised were US$2.3 billion (HK$18.3 billion) and will exceed US$2.64 billion if the green shoe option is exercised in full.

Heller Ehrman has assisted China-based Yuhe Poultry Ltd to go public in the US via reverse takeover and a simultaneous private capital raising transaction. The transaction successfully raised a total of $21 million capital, with Roth Capital Partners, LLC as the placement agent while Halter Financial Group and WLT Brothers Capital, Inc. acted as advisors. Located in Weifang, Shandong Province, Yuhe Poultry is the largest China-based corporation for chicken products.

Herbert Smith has advised Credit Suisse and Morgan Stanley as joint global coordinators on the HK$3.2 billion (US$410 million) Hong Kong IPO and Rule 144A / Regulation S global offering of Honghua Group. The company sold 25 percent of its enlarged share capital, or 833.36 million shares. The 70 percent institutional tranche was more than 11 times covered, while the retail tranche attracted about 28 times the number of shares on offer.

KhattarWong has acted for GLL subsidiary GuocoLand Vietnam (S) Pte Ltd in a Joint Venture Agreement with Vietnamese company Miphaco Ltd to establish a 90:10 percent Joint Venture Company to acquire a 5.3 hectare land parcel in District 2 of Ho Chi Minh City, Vietnam. Subject to the necessary approvals, GuocoLand Vietnam has plans to develop a high rise residential development with supporting retail component on the land.

Mallesons Stephen Jaques has advised Cathay Pacific Airways and Dragonair in respect of the development and implementation of their global carbon offset program, the first to be launched by Asian airlines. The FLY greener program allows passengers to voluntarily offset the carbon dioxide emissions of their flight by using cash or frequent flyer miles. The offset payments effectively contribute to the airlines’ purchase of carbon credits generated by projects that reduce the emission of greenhouse gases.

Milbank, Tweed, Hadley & McCloy LLP has represented the sellers in the US$763 million sale of equity interests in global automotive parts manufacturer Mando Corporation to a consortium led by Halla Engineering & Construction Corp., a minority shareholder of Mando Corporation controlled by the founder of Mando Corporation. The auction for Mando Corporation’s shares drew bids from strategic and financial investors from Asia, U.S. and Europe. In connection with the share sale, the bonds issued by Sun Sage B.V., the selling shareholder, will be redeemed.

O’Melveny & Myers LLP acted as exclusive legal advisor to Mindray in the acquisition of Datascope’s Patient Monitoring Business. The acquisition consideration consists of $202 million in cash funded through Mindray’s internal cash and planned third-party borrowings. Datascope will retain approximately $38 million of receivables generated by the Patient Monitoring business.

O’Melveny & Myers LLP represented underwriters in a US$1.05 billion global offering of Want Want China Holdings Ltd and listing of its shares on the Hong Kong Stock Exchange. This is the first sizeable listing on the Hong Kong Stock Exchange of a company that was delisted from the Singapore Stock Exchange. The Shanghai-based Want Want China Holdings Ltd and its owners offered 2.7 billion shares at HK$3 each. The shares sold represent 20.5 percent of the company’s enlarged share capital.

Simmons & Simmons successfully defended National Bank of Abu Dhabi (NBAD) against claims that the bank was liable to Grosvenor Casinos for unpaid gambling debts incurred by a high-rolling gambler at a London casino. Grosvenor had obtained judgment against a high-rolling gambler for payment of two unpaid cheques to the value of £6.68 million, but was unable to enforce its judgment against him. Grosvenor then turned its case against his bankers in Abu Dhabi, NBAD, claiming that the casino had extended credit to the gambler based on the strength of informal discussions over the telephone between a NBAD employee in Ajman and its bankers in Mayfair, NatWest.

Simmons & Simmons has advised on the $650 million project financing of the Ras Abu Fontas A1 (RAF A1) desalination project in Qatar. The transaction is the first project in the power and water sector in Qatar to be co-financed by conventional and Islamic lenders. The RAF A1 project will provide a 45 million gallons-per-day desalination water facility in Qatar and is sponsored by Qatar Electricity & Water Corporation. The financing uses a fully developed common terms structure for both conventional and Islamic debt tranches. The Islamic debt tranch is structured as an Istisna’a and Forward Lease Facility.