Deals – 26 June 2008

DLA Phillips Fox advised the Private Health Insurance Administration Council (PHIAC), in its role overseeing the A$2.41 billion merger between the Australian arm of British insurer BUPA and MBF Australia Ltd. The firm advised PHIAC on the application made by MBF for approval to convert from registration as a not-for-profit private health insurer to a for-profit insurer.

Gilbert + Tobin has advised marketing services group Photon Group Ltd on its A$76.6 million underwritten rights issue – one of the largest underwritten rights issues in the market under recent amendments to the Corporations Act which permit listed companies to undertake a rights issue without a prospectus. The rights issue was fully underwritten by UBS and Southern Cross.

Fangda Partners advised Hony Capital in the successful structuring and closing of its first RMB fund, a limited partnership established under the amended PRC Partnership Law.

Jones Day has advised Daiichi Sankyo Co Ltd in its acquisition of a majority equity interest in Ranbaxy Laboratories Ltd, among the world’s top 10 generic pharmaceuticals producers and the largest pharmaceutical company in India.

Majmudar & Co acted as Indian legal counsel to GTECH Global Services Corp Ltd, in its recent acquisition of the Hyderabad-headquartered software development services company, Springboard Technologies Private Ltd.

Mayer Brown acted for Bank of America and its conduit as transaction counsel in the conduit-funded securitisation of trade receivables originated by Jabil in Malaysia, France, Hungary and Scotland. The transaction was specially structured to comply with both local law true sale and US true sale.

Norton Rose (Asia) LLP has advised TM International Bhd on new shareholder arrangements with NTT Docomo Inc (Docomo), in relation to its Bangladeshi mobile operator subsidiary, TM International (Bangladesh) Ltd (TMIB). Docomo has agreed to acquire the 30 per cent stake in TMIB currently held by the AK Khan group for US$350 million pursuant to a sale and purchase agreement.

Paul, Weiss, Rifkind, Wharton & Garrison has represented MIH India Global Internet Ltd, in connection with its licensing and option transaction with Tencent Holdings Ltd, a Hong Kong listed, mainland based internet company.

Rajah & Tann LLP acted as counsel to Aequitas Holdings AS (Aequitas), in the acquisition by Aequitas from AP Moller Singapore Pte Ltd of 100 percent of the issued shares of Maersk Shipping Singapore Pte Ltd for an aggregate consideration of US$711,001,200. The firm assisted on the Singapore aspect of the acquisition, including in the due diligence investigations on Maersk Shipping Singapore Pte Ltd and the completion of the said acquisition of shares.

Slaughter and May advised China International Capital Corp, as financial adviser in relation to the restructuring of the PRC telecommunications industry. The restructuring involves, amongst others, China Unicom Ltd, China Telecom Corp Ltd and China Netcom Group Corp (Hong Kong) Ltd. The principal transactions involve an aggregate value of approximately HK$561 billion (US$71.9 billion).

Slaughter and May advised CITIC Group and Temasek Holdings (Private) Ltd as the underwriters in the proposed HK$2,523 million (US$323 million) rights issue by CITIC Resources Holdings Ltd, in which both CITIC Group and Temasek Holdings (Private) Ltd are substantial shareholders.

White & Case, together with Venture Law, acted as deal counsel to Challenger Financial Services Group in its joint venture with Mitsui & Co, to create a Singapore-based investment management business. The first initiative of the joint venture will be establishing and sponsoring the Challenger Mitsui Emerging Markets Infrastructure Fund, with a target size of US$1.2 billion.

White & Case, together with Venture Law represented CIMB Bank (CIMB), in the acquisition of a 42 percent stake in Thailand’s BankThai for approximately 5.9 billion baht (S$241 million). The acquisition will give CIMB a foothold in Thailand’s retail banking business as part of its plans to widen its Southeast Asian banking presence.

White & Case represented Kiatnakin Bank Public Co Ltd in the public offering of unsecured and unsubordinated debentures, in which KASIKORNBANK Plc acted as a lead arranger. The deal is valued at approximately US$109.37 million.

White & Case, together with Venture Law, advised Yantai Raffles Shipyard Ltd (YRSL) as the borrower under a US$125 million unsecured facility arranged by ABN Amro Bank NV. Subject to the satisfaction of certain conditions, the facility may be upsized up to an aggregate principal amount of US$185 million. YRSL is the largest rig builder in China and is traded on the Oslo OTC.

Venture Law acted as Singapore counsel to Deutsche Bank AG, Singapore branch and Merrill Lynch (Singapore) Pte Ltd, as the joint issue managers, financial advisers, bookrunners and underwriters, in the S$300 million Rule 144A/Regulation S initial public offering of Indiabulls Properties Investment Trust and a listing on the Singapore Stock Exchange.

Zul Rafique & partners advised Hap Seng Plantations Holdings Bhd, on its initial public offering which comprised of a domestic offering and a Regulation S Offering under the US Securities Act 1933. The shares of Hap Seng Plantations Holdings Bhd were listed and quoted on the Main Board of Bursa Securities Malaysia Bhd.

Zul Rafique & partners advised on the demerger of Telekom Malaysia Bhd (TM). Under the demerger exercise, TM spun off its mobile and non-Malaysian business, which is now housed under TM International Bhd (TMI) whilst TM continues with the domestic fixed-line voice and data and broadband services . TMI’s shares were listed and quoted on the Main Board of Bursa Securities Malaysia Bhd.

Zul Rafique & partners acted for the Government of Malaysia in an ICSID arbitration case, namely Malaysian Historical Salvors Sdn Bhd v Government of Malaysia, where it successfully struck out the claim on jurisdictional grounds.

Zul Rafique & partners advised Binariang GSM Sdn Bhd, in relation to a refinancing of bridging facility to finance the acquisition and privatisation of Maxis Communications Bhd. The advice comprises the issuance of Sukuk instruments under the Shariah principle of Musyarakah of up to19 billion ringgit senior sukuk and up to RM equivalent of US$900 million junior sukuk.