Deals – 3 January 2008

Clifford Chance has advised BNP Paribas on the US$300 million financing of two Boeing B777-200ER aircraft for Korean Air Lines.

Deacons acted for Tai Fook Capital Limited as sponsor, and a group of underwriters, in relation to the HK$580 million international placing and initial public offering of Pan Asia Environmental Protection Group Limited, including the cornerstone placement to the US-based GE Asset Management and General Motors Investment Management as well as to China Development Capital Partnership Master Fund, and its listing on the main board of the Stock Exchange of Hong Kong Limited. Established in the People’s Republic of China in 1998, Pan Asia is an integrated environmental protection services provider which principally engages in the sale of water and flue gas treatment products and equipment, and undertakes environmental protection construction engineering projects for customers in different industries such as textile and dyeing, iron and steel, and power industries. Pan Asia is expected to be listed on 21 December 2007.

Gide Loyrette Nouel has assisted French retailer King Jouet in connection with its expansion into China and the recent opening of stores in Dongguan and Shenzhen in southern China, and in Shanghai. King Jouet sells a range of goods for children’s recreation and leisure including toys, sporting goods and electronic games. The company expects to open between 35 and 50 stores in China over the next three years including one in Beijing in early 2008.

Lovells has advised global coordinator, sponsor, bookrunner and lead manager BNP Paribas on one of the first Hong Kong listings of a Vietnamese manufacturer. The Hong Kong IPO of Vietnam Manufacturing and Export Processing (Holdings) Limited, a leading motorbike manufacturer in Vietnam, raised US$110 million in one of the first Hong Kong IPOs by a Vietnamese manufacturer. The offer comprised a Hong Kong public offer and international placing of over 226 million new and sale shares.

Milbank, Tweed, Hadley & McCloy LLP advised on the IPO for PT Indo Tambangraya Megah, Banpu’s coal assets in Indonesia, which raised US$337 million in one of the largest private listings of the year in Indonesia. Indo Tambangraya is Indonesia’s third-biggest coal producer.

Morrison & Foerster represented BNP Paribas and other underwriters as Hong Kong and U.S. counsel in the initial public offering of China Sunshine Paper (SEHK: 2002) and Pacific Online Ltd (SEHK: 0543), which commenced trading on December 12 and December 18, respectively. China Sunshine Paper, the largest white top linerboard producer in China, raised a total of US$76 million (HK$593 million) by selling 100,000,000 shares in the initial public offering. Lead managers and underwriters were BNP Paribas Capital (Asia Pacific) Ltd. and BOC International Holdings Ltd. The company plans to use the IPO proceeds for capacity expansion, research and development and to expand its network of recovered paper collection points.

Nishith Desai Associates, acted as legal counsel to JM Financial Ventures Limited in their investment of US$9 million by way of preferential allotment of equity shares in Shriram Transport Finance Company Limited (Shriram). Shriram is a public company listed on Bombay Stock Exchange, National Stock Exchange and Madras Stock Exchange and is engaged in the business of, inter alia, providing finance to truck operators for purchase of commercial vehicles.

O’Melveny & Myers represented Shandong Weigao Group Medical Polymer Co. Limited (Weigao), a Hong Kong-listed medical device maker, in its sale of a 15 percent equity stake to and joint venture with Medtronic, Inc., the world’s leading medical technology company. Weigao will sell 80.7 million newly issued H shares, and the same number of unlisted ordinary shares from Weigao’s existing shareholders, to Medtronic for an aggregate amount of HK$1.73 billion (approximately US$221 million). Weigao and Medtronic will also form a PRC cooperative joint venture entity in which Weigao will have a 49 percent stake. Medtronic will have a 51 percent stake. The joint venture will market Weigao’s orthopedic products and Medtronic’s spinal products. The deal is subject to the approval of Weigao shareholders and Chinese regulators.

Paul, Hastings, Janofsky & Walker LLP represented PRC state-owned enterprise China National Materials Company Limited, otherwise known as Sinoma, on its US$540 million (HK$4.19 billion) global initial public offering. The offering, which comprised a listing on the Main Board of the Hong Kong Stock Exchange and a Reg-S Placement, was the sixth H-share IPO in the Hong Kong market in 2007.

Paul, Weiss, Rifkind, Wharton & Garrison represented The Carlyle Group together with their co-investment fund Gable Partners II, L.P., in their investment in Ta Chong Bank, a mid-sized Taiwanese bank. Paul, Weiss represented both investors and the transaction involved the purchase of a combination of common shares, preferred shares and convertible notes in the total amount of NT$21.5 billion (approximately US$650 million). The acquisition was partly financed through onshore loans arranged by Mega Bank.

Sullivan & Cromwell LLP represented China Investment Corporation (CIC) in connection with CIC’s strategic investment in Morgan Stanley through the purchase of approximately US$5.6 billion of Preferred Equity Purchase (PEPS) Units. The PEPS Units, which qualify as Tier 1 capital, include remarketable trust preferred securities and contracts to purchase Morgan Stanley common stock. The common stock underlying the units will represent up to 9.9 percent of Morgan Stanley’s outstanding common stock.

Sullivan & Cromwell LLP represented Merrill Lynch in connection with the US$6.2 billion strategic investment in Merrill Lynch by Temasek Holdings (Private) Limited, a Singapore sovereign wealth fund, and Davis Selected Advisors L.P., an independent investment advisor. Temasek Holdings will invest US$4.4 billion in Merrill Lynch common stock with the option to purchase an additional US$600 million in Merrill Lynch common stock. Davis Selected Advisors will be making a long-term investment of US$1.2 billion in Merrill Lynch common stock.

Venture Law represented Merrill Lynch and Deutsche Bank as the Joint Bookrunners, Joint Lead Managers, Issue Managers and Underwriters and DBS Bank Ltd as Joint Lead Managers, Coordinator of the Public Offering and Underwriter, in the US$180 million Rule 144A/Regulation S initial public offering of Mercator Lines (Singapore) Limited, an Indian owned dry bulk shipping company, listed on the Singapore Stock Exchange.

Watson, Farley & Williams LLP (WFW) acted for United Arab Chemical Carriers (UACC) in connection with the purchase of eight 45,000 dwt chemical tankers to be built at South Korea’s SLS Shipbuilding. The deal will see the IMO type II tankers delivered between 2011-2012, and includes options for further vessels. The move comes as part of UACC’s bid to develop a fleet of medium- to long-range product tankers to serve the region’s rapidly expanding oil refining and chemical industries. UACC has already taken delivery of its first 2004-built MR product tanker, and has purchased four further vessels in which WFW have also acted for UACC.

White & Case and Venture Law advised ABN AMRO Rothschild as the Global Coordinator, Bookrunner, Issue Manager and Underwriter on the US$172 million (S$250 million) Rule 144A/Regulation S initial public offering of 373,135,000 shares of JES International Holdings Limited, a major PRC shipbuilding group, listed on the Singapore Stock Exchange.

White & Case represented PTT Chemical Public Company Limited in the public offering of debentures by PTT Chemical Plc., in which Standard Chartered Bank (Thai) Plc. acted as the lead arranger. The deal is valued at approximately US$140 million (Baht 4,900 million).

White & Case represented the Rajawali Group, an Indonesia-based diversified business group, in connection with the US$438 million sale of the Group’s 15.97 percent interest in PT Excelcomindo Pratama Tbk, Indonesia’s third largest mobile operator, to Emirates Telecommunications Corporation (ETISALAT). This transaction is one of the largest M&A transactions in Indonesia in 2007.