Deals – 4 October 2007

Allens Arthur Robinson has acted for state-owned insurer Vietnam Insurance Corporation (Bao Viet) in relation to the equitisation and partial sale of a 10 percent stake in Bao Viet to HSBC. The firm advised and assisted Bao Viet and the Vietnam Ministry of Finance in relation to all aspects of the sale process, which included the establishment and conduct of a competitive bid process involving several potential foreign investors, drafting and negotiating the key transaction documents, undertaking vendor due diligence and overseeing the bidder due diligence process (including establishing and maintaining multiple data rooms). The transaction is the largest Vietnamese M&A transaction to date and is widely considered a test case for future equitisations involving Vietnamese state-owned assets.

Baker & McKenzie has acted as Hong Kong counsel to Airwell Air Conditioning BV (Airwell) in relation to the sale of the entire issued share capital in Electra HK Technologies Limited, now known as Asia Electronics HK Technologies Limited (EHK), to Computime Group Limited. The total cash consideration for the sale was approximately US$13 million (about HK$101.4 million) in cash, on account of the sale of shares and repayment of shareholder loans. Incorporated in the Netherlands, Airwell is principally engaged in the manufacture and sale of residential and commercial air products. Airwell is a subsidiary of the Israeli-listed company Elco Holdings, a leading industrial group involved in various business activities related to household appliances, such as air-conditioning, mechanical and electro-mechanical contracting, electricity infrastructure products, retail consumer electronics and real estate. EHK is a technology-based company that principally designs, manufactures and markets electronic controls for air conditioners, major appliances and industrial spa and pool products.

Baker & McKenzie has advised Sino Land Company Limited (Sino Land), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Hong Kong Stock Exchange, on its HK$4.3 billion top-up placement of new shares to professional investors. JP Morgan acted as the placing agent of the new shares. The fully underwritten placement represents approximately 4.78 percent of the existing issued share capital of Sino Land and comprises 220 million shares. The proceeds will be used for acquisition of lands in Hong Kong and China, and for general working capital purposes.

Clifford Chance has advised China Asset Management Co Ltd (China AMC) on its first QDII product, launched on September 27, 2007. The targeted fund size of US$4 billion was oversubscribed in one day and has now closed, despite the subscription period originally being scheduled to the previous month. China AMC, one of China’s largest fund management companies, is the second QDII fund management company that has launched a product for investment overseas pursuant to the regulations issued by the China Securities Regulatory Commission in June on overseas securities investments by qualified domestic institutional investors (QDII). The fund will focus on global stock investments in Europe, Hong Kong, Japan, the US and emerging markets. At least 30 percent of the product will be invested in Hong Kong stocks. T. Rowe Price will act as overseas investment adviser to China AMC on the QDII product’s investment in global equities.

Clyde & Co has advised Forsyth Partners Global Distributors Ltd and Forsyth Partners (Middle East) Ltd in connection with the first insolvency conducted in the DIFC (Dubai International Financial Centre). An order appointing liquidators to these companies was made on September 19, 2007 by the Honourable Sir Anthony Evans, Chief Justice of the DIFC Court of First Instance. The order has been advertised in regional media since September 24.

Clyde & Co has advised Rivoli Group LLC (Rivoli) and its owners on the acquisition by Dubai International Capital LLC (DIC), an international investment arm of Dubai Holding, of a significant minority stake in Rivoli. The deal involved advising on and effecting the re-structuring of Rivoli’s group of retail trading companies operating in several countries across the region, including the UAE, Oman, Bahrain and Qatar, and advising on a substantial private equity investment in the reorganised group. Formed in 1988, the Rivoli Group is a private company known for its diverse portfolio of international luxury brands and for its vast network of retail outlets within the United Arab Emirates and the lower Gulf states. The group is one of the largest importers and retailers of luxury brands in the Middle East, such as watches, writing instruments, menswear, accessories, gift items and eyewear. Brands that the Rivoli Group carries include well known and luxury lines such as Montblanc, Dunhill, B&O, Omega, Longines, J.M.Weston and Kenzo Fashion.

Freshfields Bruckhaus Deringer has acted as Hong Kong and US legal counsel to Sino Ocean Land. The joint global coordinators and joint sponsors were Goldman Sachs and Morgan Stanley, and Goldman Sachs, Morgan Stanley and BOCI were joint bookrunners and joint lead managers on this deal. The listing attracted ten cornerstone investors who have subscribed to a total of US$240 million of Sino-Ocean shares. These investors include China Life Insurance, Dr Lee Shau Kee, Government of Singapore Investment Corporation (GIC), OZ Management LP, HKR International, BOCOM International Holdings, Caricom, the Kwok Family, Fidelity Insurance and Sinotrans. Sino-Ocean’s shareholders include China Ocean Shipping (Group) Company (COSCO) and Sinochem Corporation, two of the largest state-owned enterprises in China, as well as Credit Suisse Group, Merrill Lynch and Morgan Stanley.

Freshfields Bruckhaus Deringer has advised on the initial public offering (IPO) and Hong Kong Stock Exchange listing by Sino Ocean Land Holdings Limited, which listed on September 28, 2007. The retail portion of the global offering was more than 206 times over-subscribed while the institutional portion was also heavily oversubscribed. Total proceeds from the IPO were US$1.53 billion (and US$1.76 billion if the over-allotment option is exercised in full).

Freshfields Bruckhaus Deringer has advised Steelcase Inc on its acquisition of the entire issued share capital of Ultra Group Company Limited, a wholly-owned subsidiary of Ultra Group Holdings Limited, which is listed on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited. Ultra Group Company Limited engages principally in the sale of office furniture primarily in Hong Kong and the PRC. The transaction is conditional on approval by the shareholders of Ultra Group Holdings Limited.

Hadiputranto, Hadinoto & Partners has represented Maxis Communications Berhad in the restructuring of PT Natrindo Telepon Seluler and the investment by Saudi Telecom and Maxis of an additional US$600 million equity (including debt to equity conversions) subscription of shares and the exercise of a call option over an existing shareholding. Baker & McKenzie.Wong & Leow acted as Singapore counsel.

Hadiputranto, Hadinoto & Partners has represented PT Bakrie Telecom in an offering of Rp 650 billion (approximately US$72 million) in Indonesian rupiah bonds to help finance its coverage expansion. The bonds were listed on the Surabaya Stock Exchange.

Hadiputranto, Hadinoto & Partners has represented PT Darma Henwa, a leading Indonesian mining contractor, in an IPO listed on the Jakarta Stock Exchange on September 26, 2007. Darma Henwa sold 3.15 billion shares at 335 rupiah each. The offering was 10.32 times oversubscribed.

Hadiputranto, Hadinoto & Partners has represented PT Davomas Abadi Tbk as the Guarantor in relation to a US$80 million issuance of notes by Davomas International Finance Company Pte Ltd listed on the Singapore Stock Exchange.

Hadiputranto, Hadinoto & Partners has represented PT Medco Energi Internasional Tbk (Medco) in its divestment of a 20 percent stake in Encore Ltd to Japanese trading house, Mitsubishi Corp. Encore Ltd is the single largest shareholder in Medco, with a 50.7 percent stake. Medco was the first Indonesian company operating in the oil and gas exploration and production business to be listed on the Jakarta Stock Exchange.

Paul, Hastings, Janofsky & Walker has represented Goldman Sachs and Samsung Securities as the underwriters’ counsel for STX Pan Ocean Co Ltd’s (STX Pan Ocean) global offering and listing on the Korea Stock Exchange (KRX), which comprised a Korean domestic tranche and an international 144A / Reg S tranche. The KRX listing follows STX Pan Ocean’s 2005 listing on the Singapore Stock Exchange (SGX), making it the first Korean firm to have its shares publicly listed abroad before listing its shares at home. With recent changes in Korean securities law, Korean companies will now be allowed to incorporate an international tranche in their domestic Korean listings. Previously Korean companies could only market and sell to domestic institutional and retail investors in their Korean IPOs. This offering marks the second domestic IPO in Korea with an international tranche.

Shearman & Sterling has represented Huawei Technologies Co Ltd in its participation in Bain Capital Partners LLC’s US$2.2 billion acquisition of 3Com Corp. Bain Capital Corporation LLC is the buyer, with China-based Huawei Technologies Co Ltd acquiring a minority interest in 3Com and becoming a commercial and strategic partner, 3Com said. 3Com Corp is a maker of networking hardware and software based in Marlborough (Massachusetts, USA).

Sullivan & Cromwell has represented Grahamstowe Investments Limited and Leslie Lee Alexander, controller of Grahamstowe Investments, in the acquisition of a stake in Xinjiang Xinxin Mining Industry Co Ltd and the acquisition of a stake in ANTA Sports Products Limited.