Deals – 20 September 2007

Clifford Chance has advised Toll Holdings Limited on making a voluntary conditional cash offer for all the remaining shares in mining and marine logistics company Sembawang Kimtrans. The offer price is SG$0.7 per Sembawang Kimtrans share, and it will be increased to SG$0.8 if more than 90 percent of shares are required.

Clyde & Co has advised AREIT (Arabian Real Estate Investment Trust) on the first commercial mortgage-backed securitisation in the UAE, a deal seen as paving the way for other securitisations in the UAE. AREIT was the originator on the issuance of the US$63 million (£30.9 million) secured floating rate notes with the proceeds used to finance the purchase of a tower in the Dubai Technology and Media Free Zone. The notes achieved ratings of AA- from Fitch and Aa3 from Moody’s.

Clyde & Co has advised on the syndicated financing of the largest private sector acquisition by a foreign company of shares in a UAE company, Leighton Holdings’s US$715 million acquisition of a 45 percent stake in Al Habtoor Engineering Enterprises. Clyde & Co advised Abu Dhabi Commercial Bank, Mashreq Bank PSC, the Royal Bank of Scotland PLC and the Hong Kong and Shanghai Banking Corporation in providing a US$434 million syndicated financing facility to Leighton, enabling it to acquire a 45 percent interest in Al Habtoor Engineering. The facility was provided on a structurally subordinated non-recourse basis to Leighton Holdings. This debt financing made up 60 percent of the overall acquisition funding with the remaining 40 percent as cash.

Freshfields Bruckhaus Deringer has advised Alcoa on the US$1.97 billion disposal of its 6.9 percent stake in Aluminum Corporation of China. The deal was completed at a 15 percent discount to September 12, 2007’s close of HK$20.40. At US$1.97 billion, this is also the largest block trade in Asia since CNOOC sold US$1.98 billion worth of new shares in April 2006. It accounts for 22.4 percent of Chalco’s H-shares and 30.4 percent of the free-float.

Freshfields Bruckhaus Deringer has advised the Hong Kong and Shanghai Banking Corporation (HSBC) on the US$254 million acquisition of a 10 percent stake in Vietnam Insurance Corporation (known locally as BaoViet), a leading insurance firm in Vietnam. HSBC also has an option to increase its stake to 25 percent over the next five years. This landmark transaction is the first major equitisation (this refers to the sale of shares to non-state buyers) of a state-owned enterprise in Vietnam and is the first key transaction in the country’s dynamic financial services sector. It is also the largest M&A deal in the country.

Freshfields Bruckhaus Deringer has advised on a US$1 billion limited recourse financing of a 300mm wafer fabrication plant in Singapore, sponsored by Samsung Electronics and Siltronic AG (a subsidiary of Wacker Chemie, one of the world leaders in the manufacturing of silicon wafers) which comprised, in addition to the equity tranche, a development loan from the Economic Development Board of Singapore and a limited recourse guarantee facility provided by a syndicate of international banks led by HSBC, DBS and Citibank.

Freshfields Bruckhaus Deringer has advised on a Philippines limited recourse oil-field development loan, the first closed in the Philippines in over 10 years in this sector. The firm acted for the Galoc Production Company, a joint venture between Vitol (one of the world’s largest oil traders) and various minority oil companies.

Gide Loyrette Nouel (Gide) has advised Areva, the worldwide leader in energy related businesses, on the creation of ATMEA, a joint-venture equally owned by Areva NP, Areva’s nuclear subsidiary, and Mitsubishi Heavy Industries (MHI). This joint-venture will develop and market ATMEA1, a new third-generation reactor combining innovative and proven nuclear technologies from both AREVA and MHI. The parties wish to coordinate on the development of a medium power pressurized water reactor to meet growing demand for energy in developing countries, the United States and Europe. Gide’s China team assisted Areva on the entire contractual process, including the drafting and negotiation of the joint-venture agreements, as well as technology transfer agreements. The China team also assisted Areva on some anti-monopoly aspects related to the arrangement.

Herbert Smith has advised Citigroup Global Markets Asia as the sole placing agent for Gold Best Holdings Ltd, the controlling shareholder of Lee & Man Paper Manufacturing Limited, on its placing of 20 million existing shares that raised approximately HK$625 million (US$80 million). The placing shares represent approximately 1.76 percent of the existing issued share capital of the company. The Hong Kong-listed Lee & Man Paper Manufacturing Limited is principally engaged in the manufacture of linerboard, corrugating medium and pulp. The group has four paper production plants in China with an annual capacity of 2.08 million ton. The Group began construction of its first paper and pulp mill in Vietnam and the facility is scheduled for operation in 2008.

Makarim & Taira S. has represented Lehman Brothers acting as the sole bookrunner and manager in relation to the offering and issuance of US$88 million 11 percent guaranteed senior secured notes due 2011 (notes) by Davomas International Finance Company Pte Ltd (the Issuer), a wholly owned subsidiary of PT Davomas Abadi Tbk. PT Davomas Abadi Tbk is one of Indonesia’s top producers of cocoa butter and cocoa powder. The notes are guaranteed by PT Davomas Abadi Tbk and secured by, among other things, a pledge of 51.9 percent of the shares in PT Davomas Abadi Tbk and certain assets of PT Davomas Abadi Tbk.

Skadden, Arps, Slate, Meagher & Flom has represented Con-way Inc, a provider of freight transportation and logistics services, in its subsidiary, Menlo Worldwide LLC’s approximately US$60 million acquisition of Chic Holdings Ltd (China), a provider of logistics, transportation management and supply chain management services.

Skadden, Arps, Slate, Meagher & Flom has represented Con-way Inc, a provider of freight transportation and logistics services, in its subsidiary, Menlo Worldwide LLC’s approximately US$34 million acquisition of Cougar Logistics Corporation Ltd (Singapore), a provider of logistics and transportation management services for the shipping industry.

Sullivan & Cromwell LLP‘s has represented Piper Jaffray Companies as financial advisor to Sipex Corp (US) in its US$223 million acquisition by Exar Corp (US).

White & Case has advised on the US$360 million limited recourse financing of the construction of an 850,000 tonne per year methanol facility at the Sungai Liang Industrial Park in Brunei, the first international project financing in Brunei and a deal that will set the precedent for future project financings in Brunei. White & Case represented the Japan Bank for International Cooperation and the commercial lenders (Bank of Tokyo-Mitsubishi UFJ, Mizuho Corporate Bank, Sumitomo Mitsui Banking Corporation and Standard Chartered Bank). The Bank of Tokyo-Mitsubishi UFJ is also the financial adviser for the project, which is scheduled to be completed in the fourth quarter of 2009, with commercial operations to commence in the second quarter of 2010. The sponsor group, consisting of Mitsubishi Gas Chemical, PB Petrochemical (a subsidiary of PetroleumBRUNEI) and Itochu, were represented by Ashurst.

WongPartnership has acted for the Parkway Group in the disposal of three properties, the Mount Elizabeth Hospital Property, the Gleneagles Hospital Property and the East Shore Hospital Property (collectively, the properties), to a real estate investment trust named Parkway Life REIT, for approximately US$511.85 million, the establishment of which was sponsored by Parkway and the lease of the properties by Parkway Group. WongPartnership also acted as counsel to Parkway Life REIT in its listing on the Singapore Exchange.

WongPartnership has acted for CapitaLand (Office) Investments Pte Ltd (COI) in the purchase of Eureka Gmbh’s entire shareholding interests in Eureka Office Fund Pte Ltd (in which COI already had a 50 percent stake) for US$283.77 million.