Deals – 5 March 2009

Allens Arthur Robinson acted as the lead legal adviser to Rio Tinto in the negotiation and agreement of their major strategic alliance transaction with Aluminum Corp of China. The transaction will be made up of investment joint ventures in respect of certain individual Rio Tinto assets, as well as the issue of convertible bonds at parent company level, delivering a total investment by Chinalco of US$19.5 billion. The firm advised across the full range of legal disciplines, covering corporate, resources, M&A, tax and regulatory matter, with commercial/resources partners Nic Tolé and Scott Langford leading the team.

Allens Arthur Robinson has acted for Shell in acquisitions from, and a joint venture deal with, Arrow Energy Ltd. The deal sees Shell acquire 30 per cent of Arrow’s Australian upstream tenements and 10 percent of their international operations for up to a total of around US$700 million. A joint venture arrangement between Shell and Arrow for the exploration and development of coal seam gas assets in Australia and overseas also formed part of the transaction. Brisbane-based partners Chelsey Evans and Andrew Knox led a team from Australia and Asia on the deal.

Azmi & Associates has advised Lhoist Group on the acquisition of its first operation of extraction of calcium carbonate site in Malaysia which involved direct acquisition of private lands and structured acquisition of state mining lands in the state of Perak. Partners Azmi Mohd Ali, Serina Abdul Samad and Zuhaidi Shahari led the team on the transaction, valued at 100 million Malaysian ringgit.

Baker & McKenzie advised the State Grid Corp of China on its bid, together with two Philippine companies for a 25-year concession to operate, maintain and expand the nationwide transmission system and electricity grid in the Philippines together with the formation of a joint venture vehicle. Stanley Jia, managing partner of the firm’s Beijing office, led the advisory team, where the bid price was US$3.95 billion.

Clifford Chance advised Morgan Stanley as a shareholder of United Industrial Corp Ltd in relation to the offer made by United Overseas Land for United Industrial and the possible sale by Morgan Stanley of shares to United Overseas. Hong Kong corporate partners Mark Shipman and Matthias Feldmann and Singapore corporate partner Lee Taylor led on the transaction, valued at US$1.09 billion.

DLA Piper has advised the Government of the Republic of Indonesia on its successful offering of US$3.0 billion of medium-term notes, the country’s largest ever US dollar-denominated bond sale. Southeast Asia’s largest economy sold US$2.0 billion of 10-year notes, with a yield of 11.75 percent, and US$1.0 billion of five-year notes, with a yield of 10.5 percent. Stephen Peepels, head of the firm’s US capital markets practice in Asia led the deal team from the firm’s Singapore office.

Drew & Napier LLC acted as counsel to Ellipsiz Ltd in respect of a proposed renounceable non-underwritten rights issue of up to 307,200,862 new ordinary shares in the capital of the company. The team was led by firm director Petrus Huang, Joanne Lee and Dax Lim.

Drew & Napier LLC acted as counsel to Metax Engineering Corp Ltd in respect of the renounceable non-underwritten rights issue. The advisory team was led by firm director Petrus Huang, Douglas Koh, Felicia Koh and Alex Wang, with the issue raising estimated net proceeds of approximately S$2.8 million.

JSM advised Li & Fung Ltd on the acquisition of the sourcing operations of Liz Claiborne Inc and its affiliates in Asia for a cash consideration not exceeding US$83 million (HK$647.4 million). Mark Stevens and Martin Robertson were lead lawyers on the transaction.

JSM acted on behalf of a subsidiary of Swire Properties Ltd in the successful Court of Appeal ruling in a planning case involving the Castle Steps Site in Hong Kong. The case involved an application to the Town Planning Board for relaxation of the height and plot ratio restrictions and therefore an increase in the permitted gross floor area of the site. Lawyers FK Au and Alan Yip led the team of counsel advising on the case.

Kim & Chang advised SPARX Group in the sale of its 21 percent stake in Cosmo Investment Management Co Ltd for ₩62.9 billion. SJ Ahn was lead partner on the transaction.

Kim & Chang advised Doosan Corp in the sale of its entire liquor business group to Lotte Liquor BG Co Ltd, a new company established by Lotte Chilsung Beverage. Key partners on the ₩503 billion transaction were SY Park and JH Cheong.

Latham & Watkins represented Real Gold Mining Ltd in connection with its initial public offering of 165,000,000 shares listed on the Hong Kong Stock Exchange and its international offering of 99,000,000 shares at a total value of HK$1,031,250,000 (approximately US$132,995,873). The Hong Kong team was led by corporate partners John Otoshi and David Zhang.

Troutman Sanders has represented global private equity firm The Carlyle Group in its US$50 million investment in the Beijing-based Hao Yue Education Group. The firm was involved in structuring the deal and negotiating all the investment related transaction documents. The team was led by head of greater China practice, Olivia Lee, and partner Coburn Beck.