Deals – 31 May 2007

Drew & Napier has advised SGX-listed Eng Wah Organisation Limited on a substantial S$675 million (US$427.62 million) reverse takeover of a subsidiary of Japanese, non-invasive drug delivery system provider, Transcutaneous Technologies Inc. This is the first such transaction by a Japanese company in Singapore. Pursuant to the Share Exchange Agreement, Eng Wah will acquire the entire issued and outstanding shares of Transcu Pte Ltd. Eng Wah’s existing leisure and entertainment business and all interest in its existing subsidiaries will be disposed, thus transforming itself into a major research & development and bio-tech company upon completion of the transaction.

Freshfields Bruckhaus Deringer (Freshfields) has advised on the initial public offering (IPO) and Hong Kong Stock Exchange listing by Belle International Holdings (Belle) which listed on May 23, 2007. The retail portion of the global offering was more than 500 times over-subscribed, making Belle more popular among local Hong Kong investors than Industrial and Commercial Bank’s listing last year which raised US$21.9 billion. The institutional portion was also significantly over-subscribed. Total proceeds from the IPO were US$1.27 billion which included the over-allotment option being exercised in full. Freshfields acted as Hong Kong and US counsel to the underwriters, who were led by Credit Suisse Group and Morgan Stanley as joint global coordinators and joint bookrunners.

Hadiputranto, Hadinoto & Partners has advised PT Energi Mega Persada Tbk, Indonesia’s second-largest upstream private oil and gas company, in its sale of a 50 percent stake in Kangean PSC, offshore East Java, to Japanese firms Mitsubishi Corporation and Japan petroleum Exploration Co Ltd for US$360 million. This is one of the largest ever upstream acquisitions in Indonesia.

Hunton & Williams (Thailand) Limited has represented Krung Thai Bank Public Company Limited (Krung Thai Bank), as lead lender in a two-tranche US$305 million syndicated loan to Precious Shipping Public Company Limited (Precious Shipping) and certain of its subsidiaries for the expansion of their fleet. Precious Shipping is the largest ship-owning company in Thailand, not only in terms of number of vessels, but in terms of cargo capacity as well. In addition to representing Krung Thai Bank as lead lender, Hunton & Williams also represented Siam City Bank PCL and Bank of Ayudhya PCL, which were part of the syndicate.

Morrison & Foerster has represented Chia Tai Enterprises International Limited (CTEI), a Hong Kong Stock Exchange listed company, in a series of agreements for the acquisition of the entire equity interests in 19 well established hypermarket stores operating in or near Shanghai for a total consideration of US$360 million from China Retail Fund (a close-end fund co-sponsored by American International Group), CP Seven Eleven (listed on the Stock Exchange of Thailand) and CP Holding (a BVI investment holding company). At the same time, CTEI and CP Holding have agreed for CTEI to divest of 11 hypermarket stores in northern China to CP Holding for a total consideration of US$56 million. The net consideration of US$305 million is payable by CTEI by a combination of new ordinary shares, preference shares and US$195 million in principal amount of convertible bonds. CTEI has separately also agreed to issue a further US$20 million of convertible bonds for cash. CTEI currently operates a total of 32 hypermarket stores located in cities in northern and southern China.

Nishith Desai Associates has advised Indiabulls Financial Services Limited (Indiabulls) in an approximately US$300 million capital raising by way of offering of equity shares in Indiabulls. This took the form of Global Depositary Receipts (GDR) priced at US$13.06 per GDR to be listed and traded on Luxembourg Stock Exchange (GDR Issue). Nishith Desai Associates acted as Indian legal counsel to the lead managers to the GDR Issue of the Company.

Paul, Hastings, Janofsky & Walker has represented SIG Asia Investments (SIG), IDG and Goldman Sachs in their US$25 million Series A preferred share investment in Impression Creative Inc. The financing was led by SIG.

Raslan Loong has acted the Malaysian law advisers to the joint lead managers Credit Suisse and CIMB (L) Limited of YTL Corp Finance (Labuan) Limited’s issuance of US$300 million zero coupon exchangeable bonds. This is the first equity-linked issue out of Malaysia this year, and only the third since the beginning of 2006. The bonds with a five-year maturity period are guaranteed by the parent company YTL Corporation Berhad and are exchangeable into shares of the parent company. YTL Corporation Berhad, is one of Malaysia’s largest public listed company that owns Wessex Water in the UK. It recently secured a WiMax license, has just won a $300 million government contract for the clean-up of rivers in Malaysia and has proposed to build a bullet train to Singapore.

Simmons & Simmons has advised Citigroup Global Markets Asia, JPMorgan Chase, Deutsche Bank and China International Capital Corp Securities as joint bookrunners and joint lead managers on a US$500 million guaranteed exchangeable bond guaranteed by China Overseas Holdings Limited (COHL). The zero coupon exchangeable bonds, due in 2014, are guaranteed by COHL and are exchangeable for shares of China Overseas Land & Investment Ltd, a Hong Kong-listed company of the mainland government’s construction ministry and a subsidiary of COHL.

Skadden Arps, Slate, Meagher & Flom has represented Central SAFE Investments, an entity created by The People’s Republic of China, in the placement of US$3 billion of China’s foreign exchange reserves in a pre-IPO acquisition of up to 10 percent of the non-voting common units of The Blackstone Group LP, a private equity firm.