Deals – 5 June 2008

Amarchand & Mangaldas & Suresh A Shroff & Co has acted for Idea Cellular Ltd and Aditya Birla Telecom Ltd (ABTL), a wholly-owned subsidiary of Idea engaged in the telecom sector, in connection with an investment of approximately US$640 million by Providence Equity Partners in ABTL. The transaction is subject to regulatory approvals and is expected to close by August 2008.

AZB advised BPTP Ltd in respect of investment by Citi Group’s real estate arm for acquiring approximately 40 percent in SEZ project companies of BPTP. The firm was involved in advising on various Indian regulatory issues including in relation to structuring of the investment. The firm also advised on preparation, negotiation and closing of the transaction documents.

AZB has represented the Burman family in the sale of their entire equity stake, constituting 73.27 percent, in Dabur Pharma Ltd. Dabur Pharma is engaged in the business of research, development, manufacture and sale of formulations used in the treatment of oncology patients, and is listed on BSE and NSE.

AZB has acted as legal counsel to DSP Merrill Lynch Capital Ltd (DSP), Mumbai in connection with the senior secured facility of Rupees 1,260 crores to be granted by DSP to DLF Ltd. The firm was involved in drafting the facility agreement, undertaking, consent agreement, declaration, memorandum of entry, power of attorney, security trustee agreement, etc.

AZB has represented Warburg Pincus in their joint venture with Unique Affordable Homes Pvt Ltd, part of Unique Builders, to build affordable mass housing projects in North and Western India. Warburg Pincus will provide an initial equity line of up to US$75 million (Rs 300 crore) to the venture.

Azmi & Associates has advised the Bank of Tokyo-Mitsubishi UFJ, Ltd as facility agent and security trustee in the provision of Malaysian law legal opinion on charter party arrangements entered into by a Malaysian global shipping company with Yemen LNG Co Ltd. The advice is part of the requirements of a syndicated financing facility provided for the construction of a LNG plant in Yemen by a consortium of banks which includes Citibank International Plc, ING Bank N.V., the Bank of Tokyo-Mitsubishi UFJ, Ltd and the Royal Bank of Scotland Plc.

Clifford Chance has advised founding shareholder Wu Jieh Yee Co Ltd on the joint sale of the Wu family’s controlling stake in Wing Lung Bank to China Merchants Bank. Wing Lung Bank is valued at approximately US$4 billion, or 3.1 times book value. The deal received keen interest from many Mainland financial institutions, and was agreed after a very competitive auction process. Upon completion, the deal will trigger a mandatory takeover offer. The deal is subject to approvals by the Hong Kong Monetary Authority, the China Banking Regulatory Commission and other PRC regulatory bodies.

DLA Phillips Fox is advising the Saudi-based bidder, the National Titanium Dioxide Co (Cristal) on its all cash off-market takeover offer for all of the shares in Bemax Resources Ltd that it does not already hold. The offer values Bemax’s ordinary equity at approximately US$301.5 million.

Freshfields Bruckhaus Deringer has advised Alibaba.com Ltd (Alibaba.com) on its successful joint venture with Softbank to extend its B2B e-commerce platform into the Japan market through the formation of Alibaba.com Japan. The firm advised Alibaba.com on its subscription agreement, shareholders agreement and a number of key ancillary commercial agreements relevant to the operation of the Japan site and its cooperation with the existing China and international sites. The total investment by Softbank amounts to US$20 million as a result of which Softbank will hold 65 percent of Alibaba.com Japan and Alibaba.com will hold the remaining 35 percent.

Freshfields Bruckhaus Deringer has advised Citi as sole bookrunner of a US$380 million equity placement and a US$600 million convertible bond placement in connection with the acquisition by Champion Real Estate Investment Trust’s of Langham Place, a retail and office complex in Hong Kong’s Mongkok district. This is the largest convertible bond ever issued by an Asian REIT and the second largest equity-linked deal in Asia this year.

Fried, Frank, Harris, Shriver & Jacobson LLP (in association with Huen Wong & Co) is representing the offerors in their HK$527.4 million voluntary conditional cash offers for all issued shares, outstanding convertible notes, and granted share options of Golden Harvest Entertainment (Holdings) Ltd. Subsequent to launch, the tender offers converted to HK$293.7 million mandatory unconditional cash offers after the offerors made acquisitions from certain existing shareholders of the target in the aggregate amount of HK$233.7 million.

Hunton & Williams (Thailand) Ltd has represented Central Retail Corp (CRC) in a THB320 million acquisition of office supply retail business Makro Office Centre Co Litd (Makro). The deal includes the acquisition of 18 branches — 16 in Bangkok and one each in Pattaya and Phuket. CRC is a family-owned conglomerate holding company involved in retailing, real estate and hospitality. Makro is the market leader in the office supply retail and business services industry, with a sales revenue of approximately US$50 million.

JSM advised Galaxy Entertainment Group on its successful negotiation of a hotel management agreement with Banyan Tree Hotel and Resorts. The proposed resort will be part of the Galaxy Mega Resort Project on Macau’s Cotai Strip. It will be an all suite resort with 240 keys, 8 cabanas and 13 villas together with a Banyan Tree spa.

O’Melveny & Myers LLP represented China International Capital Corp as underwriter’s counsel in a US$242 million secondary offering of China Communications Services Corp Ltd (552.HK) (CCS) and listing of its H shares on the Hong Kong Stock Exchange. The state-owned CCS offered 359,365,600 H shares at HK$5.25 each. The shares sold represent 20 percent of the company’s enlarged H share capital. Part of the H shares were placed to institutional investors such as Blackstone Kailix Advisors LLC, Cisco Systems International B.V. and IBM WTC Asia Investments LLC.

Paul, Hastings, Janofsky & Walker LLP has advised Poly (Hong Kong) Investments Ltd (PIL) on its acquisition of the entire equity interest in Shenzhen Poly Investments Co, Ltd from China Poly Southern Group Ltd, a wholly owned subsidiary of China Poly Group. The transaction is the first share swap deal approved by the Ministry of Commerce since the introduction of China’s new merger and acquisition rules in 2006.

Sidley Austin represented Nine Dragons Paper (Holdings) Ltd in connection with its offering of US$300 million 7.875 percent Senior Notes due in 2013, pursuant to Regulation S and Rule 144A. The transaction marks the first debt capital markets transaction from a new issuer in Asia in 2008.

Sidley Austin acted for Country Garden, a Chinese property developer, in its issue of US$600 million convertible bonds pursuant to Regulation S, with a concurrent synthetic share buy-back through a cash-settled equity swap transaction valued at US$250 million. The bonds are listed on the Singapore Exchange Securities Trading Ltd.

Sidley Austin acted for LDK Solar Co, Ltd, a solar wafer manufacturer in China, in a Rule 144A private placement of US$400 million 4.75 percent convertible senior notes due in 2013. The notes are convertible into LDK Solar American depositary shares, cash or a combination of cash and American depositary shares.

Troutman Sanders has successfully completed the US$120 million refinancing of a 2.1 million square metre facility in Shanghai’s Wai Gao Qiao Bonded Logistics Park Phase II. Troutman Sanders’ client, real estate development group New City Corp, purchased the bonded logistics and warehousing facility for US$200 million. The refinancing included the novation of a mortgage loan and a USD-RMB cross currency interest rate swap agreement.

Watson, Farley & Williams LLP is advising Asian Development Bank in connection with the financing of a US$4.25 billion, 4,000MW, Mundra coal fired ultra mega power project, being developed in India by Tata Power Co. Nine ultra mega power projects of 4,000MW each have been announced by the Government of India. Mundra is the first of the projects to execute loan agreements for financing. Lenders financing Mundra include Asian Development Bank, The Export-Import Bank of Korea, the State Bank of India, BNP Paribas and Korea Export Insurance Corporation.