|Drew & Napier LLC has acted for Tomen Electronics Corp (Tomen) and its two subsidiaries, Tomen (Singapore) Electronics Pte Ltd and Tomen Electronics (Hong Kong) Ltd, on its acquisition of Ingram Micro Asia Pacific Pte Ltd (Ingram) and subsidiaries. Tomen and Ingram signed the sales and purchase and transitional services agreements on November 22, 2007. The total size of the acquisition is US$19 million (JPY2.1 billion). Tomen imports and trades foreign-made semiconductors, and provides products that incorporate the world’s latest technologies.
Freshfields Bruckhaus Deringer has advised Arysta LifeScience Corporation and its shareholders, which comprised of investment funds managed by Olympus Capital and its co-investors, on the sale of Arysta LifeScience Corporation to IEIL Japan Co Ltd, an investment holding vehicle controlled by Permira Advisers. The deal value was JPY250 billion (US$2.2 billion).
Freshfields Bruckhaus Deringer has advised John Hardy on its acquisition (in conjunction with 3i) of the John Hardy group from its founding shareholders. The firm advised the consortium on the multi-sourced acquisition financing package, which included a bank-led leverage financing tranche.
Freshfields Bruckhaus Deringer has advised TCC International Holdings Limited in connection with its successful voluntary securities exchange offer to acquire all of the issued shares of Chia Hsin Cement Greater China Holding Corporation, which closed on October 30, 2007. On the closing date, based on TCC’s share price of HK$11.50 per share, the entire issued share capital of Chia Hsin was valued at US$770 million.
Herbert Smith has advised JP Morgan Securities (Asia Pacific) Limited and China International Capital Corporation as joint global coordinators and joint bookrunners on the HK$9.04 billion (US$1.16 billion) global offering and Hong Kong IPO of Sinotruk (Hong Kong) Limited, a heavy truck manufacturer in China. Under the global offering, Sinotruk offered 702 million new shares, of which 631,800,000 shares were initially offered under the international offering and 70,200,000 were offered under the Hong Kong public offering. The retail tranche was more than 300 times oversubscribed, triggering a full clawback. The overallotment option represents 15 percent of the initial offer shares and if exercised could boost total proceeds to US$1.33 billion.
O’Melveny & Myers has represented Giant Interactive Group Inc (Giant) on its US$1.02 billion IPO on the New York Stock Exchange. Giant’s ADSs are listed under the symbol of GA. The offering consisted of 65.8 million ADSs at US$15.5 per ADS, of which 52.5 million ADSs were offered by Giant and 13.3 million ADSs were offered by the selling shareholder (including 8.6 million ADSs sold by the selling shareholder following the underwriters’ exercise in full of their overallotment option). Giant will use its proceeds from the offering for general corporate purposes, including capital expenditures and funding future acquisitions. Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG acted as joint bookrunning managers.
Shearman & Sterling LLP has advised The Longreach Group on its US$700 million acquisition of a 51 percent interest in EnTie Commercial Bank Ltd, a Taiwanese commercial bank. Longreach was the lead investor of a consortium including ORIX Corporation of Japan. The transaction was effected through a unique and complex structure, which involved the issuance of 1.36 billion newly-issued common shares and 621.9 newly-issued Series 1 convertible perpetual preferred shares, which are convertible into common shares at a one-to-one ratio. Longreach also launched a tender offer to acquire an additional 442 million common shares, in which certain shareholders of EnTie agreed to participate.
Sidley Austin has represented Bear Stearns (as the sole global coordinator and bookrunner) and Bear Stearns and First Shanghai (as the joint sponsors and joint lead managers) with respect to the IPO of NetDragon Websoft Inc on the Growth Enterprise Market of the Hong Kong Stock Exchange. The international placement (addressing Rule 144A/Regulation S requirements) was completed on November 2, 2007. NetDragon Websoft is an online game developer and operator in China.
Sidley Austin has represented Daiwa Securities SMBC, as the sole sponsor, bookrunner and lead manager, with respect to the IPO of International Elite Ltd on the Growth Enterprise Market of the Hong Kong Stock Exchange. Hong Kong-based International Elite provides customer relationship management outsourcing services in Hong Kong, Macau and China.
Skadden, Arps, Slate, Meagher & Flom has represented PT Jasa Marga (Persero) Tbk, an operator of toll roads and highways in Indonesia, in its partial privatization via an US$371 million IPO of shares and listing on the Jakarta Stock Exchange. The offering included a Rule 144A/Regulation S component.
WongPartnership has acted for CCT MTN Pte Ltd, a wholly-owned subsidiary of HSBC Institutional Trust Services (Singapore) Limited, as trustee of CapitaCommercial Trust (CCT Trustee) in its establishment of a US$689.22 million multicurrency medium term note program guaranteed by the CCT Trustee and arranged by DBS Bank Ltd (DBS Trustee Limited is the notes trustee).
WongPartnership has acted for Citigroup Global Markets Limited in the issuance of up to US$151.63 million zero coupon secured exchangeable bonds by Best Decade Holdings Limited. The Bonds are exchangeable for shares in the Singapore-listed company Delong Holdings Limited (Delong) and are secured by an initial number of such shares, which represent more than 30 percent of the total shareholding in Delong.
WongPartnership has acted for Wachovia Securities in relation to its joint venture via its subsidiary, Wachovia Development Corporation, with City Developments Limited via its subsidiary, City Venture Properties Pte Ltd, on a 60:40 basis.
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.