Deals – 21 February 2008

Baker & McKenzie has advised the new owners of the Sheraton Grand Shanghai Tai Ping Yang Hotel, a joint venture led by LaSalle Investment Management, in their negotiations with Starwood Hotels and Resorts on a new management agreement for the hotel.

Freshfields has advised Deutsche Asset Management on its stake increase in Harvest Fund Management, from 19.5 percent to 30 percent, through the purchase of a 10.5 percent equity interest from existing shareholders.

Freshfields has advised Baring Private Equity Asia on its ¥2.7 billion acquisition of ADP Pasona Payroll Inc., a company which provides payroll and administration services in Japan.

Freshfields has advised Morgan Stanley on the establishment of a securities joint venture with Gateway Securities in Vietnam. Morgan Stanley received regulatory approval from Vietnam’s State Securities Commission to set up a domestic presence in Vietnam with local partner, Gateway Securities. Morgan Stanley will own a 49 percent stake in the venture and it will be named Morgan Stanley Gateway Securities Joint Stock Company.

Freshfields has advised Playmates Toys Limited on its listing on the Hong Kong Stock Exchange and spin-off from Playmates Holdings Limited, an existing listed company. Playmates Toys has offices in Hong Kong, China and the US and it designs, develops and markets toy products which are distributed in over 80 countries globally.

Gide Loyrette Nouel Shanghai team advised Air Liquide regarding the negotiations and incorporation of a joint venture with Tianjin Soda Plant, a subsidiary of the Tianjin Bohai Chemical Industry group. Air Liquide and Tianjin Soda have set up a joint venture in Tianjin, the capital of which is divided between Air Liquide (majority) and Tianjin Soda (minority). The entity is building two air separation units (ASU), which will each have a production capacity of 2000 tonnes per day, in order to supply Tianjin Soda as well as other clients located in the Lingang industrial park.

Heller Ehrman recently assisted Bezurk.com in a Series A financing by News Digital Media. The financing will help accelerate Bezurk’s international expansion and strengthen its position in the Asia Pacific region. Headquartered in Singapore, Bezurk.com is an online travel aggregator company which delivers selections for flights, hotels and tours to travellers based in Australia, New Zealand, Singapore, Malaysia and Thailand. This investment is News Digital Media’s first investment offshore.

Hwang Mok Park P.C. acted as Korean counsel and for Shinhan Capital Co. in securing a 3-year Japanese Yen equivalent of US$100 million term loan facility. Initially focusing on the leasing of specific facilities and machinery items such as ships and printing machines, Shinhan Capital Co. Ltd has been steadily diversifying its business portfolio by advancing into corporate restructuring, automobile instalment financing, real estate project financing and SOC investment areas.

Paul, Hastings, Janofsky & Walker LLP, has advised First Gen Corporation on its recent US$300 million 5-year convertible bond offering. The Regulation S offering consisted of a base amount of US$225 million of convertible bonds, which was increased to US$300 million following the exercise of the manager’s over allotment option.

Paul, Weiss, Weiss, Rifkind, Wharton & Garrison LLP represented Weight Watchers International, Inc., in its signing of a joint venture agreement and related transaction documents with Groupe DANONE to establish a joint venture to provide weight management training in China based on the successful Weight Watchers approach to weight loss. The joint venture will be 51 percent owned by Weight Watchers and 49 percent owned by Groupe DANONE.

Sullivan & Cromwell LLP represented Alcan Inc (Canada) in its proposed US$38.1 billion acquisition by Rio Tinto PLC (UK).

Sullivan & Cromwell LLP represented Automatic Data Processing (US) in the US$116 million sale of its clearing business to Chequers Capital (France).