Deals – 6 September 2007

Clifford Chance has advised Wipro Ltd, the listed Indian provider of information technology services, has agreed to acquire Unza Holdings Ltd, the Malaysia based manufacturer of branded toiletries, personal care, household and other related products, from Actis and Standard Chartered Private Equity Ltd, both UK based private equity firms, for a cash consideration of INR10.102 billion (US$250 million).

Drew & Napier LLC is acting for Saudi Basic Industries Corporation (“SABIC”), as the Asia-Pacific Co-ordinating counsel, in its US$11.6 billion worldwide acquisition of the plastics business of General Electric Company (GE). SABIC Engineering Plastic Holding B.V. i.o. (“SABIC Plastic”), SABIC Holding Europe B.V. (“SABIC-Europe”) – both indirect wholly owned subsidiaries of SABIC – and GE, entered into a definitive Stock and Asset Purchase Agreement pursuant to which SABIC Plastic will acquire GE Plastics. The firm is co-coordinating and instructing local counsels from Hong Kong SAR, Taiwan, the Republic of Korea, Australia, Malaysia, Thailand, India and Singapore. The firm is also acting for SABIC as its local counsel in Singapore, advising on all aspects of the deal, including financing, cross-jurisdictional acquisition of GE companies, incorporation and restructuring.

Freshfields Bruckhaus Deringer advised China Telecom Corporation Limited (China Telecom) on the purchase of certain assets from its parent. China Telecom acquired three companies from China Telecommunications Corporation for a consideration of RMB1.408 billion.

Freshfields Bruckhaus Deringer advised private equity group Baring Private Equity Asia on the purchase of 100 percent of Barclay Vouchers Co. Ltd., a profitable Japanese luncheon voucher and meal coupon provider serving about 6,000 offices and clients. The investment is the first buyout in Japan for Baring Asia, which opened its Tokyo office in January 2007.

Freshfields Bruckhaus Deringer advised Capital Today (HK) Limited on its US$20 million acquisition of certain equity interests in Rongqing Logistics Co., Ltd. and the consequent conversion of Rongqing Logistics Co., Ltd. into a foreign invested logistics company. The acquisition was by way of subscription of new equity interest. The agreements were signed on 7 July 2007 and completion should be conditional on the completion of the restructuring of Rongqing Logistics Co., Ltd. and PRC governmental approval.

Freshfields Bruckhaus Deringer advised Greater Pacific Capital on its acquisition of one third of Hubei Ready Medicine Co., Ltd’s wholesale and retail pharmaceutical business in China for US$50 million. The transaction is structured as the establishment of a new co-operative joint venture between these companies in China and the new joint venture company will first acquire Hubei Ready Medicine’s wholesale pharmaceutical business and then its retail business by setting up a retail subsidiary at a later date. The parties simultaneous agreed on an offshore SPV holding structure which would be implemented as and when it becomes legally and commercially feasible. The onshore transaction is subject to Chinese regulatory approval.

Freshfields Bruckhaus Deringer advised Credit Suisse on a placement of shares by the Chairman of Chaoda.

Freshfields Bruckhaus Deringer advised UBS, as the sole placing agent, on the placement of 96,900,000 shares by Shanghai Industrial Holdings, the Hong Kong-listed investment arm of the Shanghai municipal government, on the Hong Kong Stock Exchange.

Hogan & Hartson LLP advised Tian Rui Hotel Corporation in connection with the recent $50 million investment in Series A Preferred Shares by Aetos Capital, L.P. Tian Rui Hotel Corporation is the master franchisor of Super 8(r) brand hotels in Greater China. The Super 8 brand is among the largest economy hotel brands in China and the funding is intended to allow Tian Rui Hotel Corporation to accelerate its development throughout China.

Linklaters has advised Industrial and Commercial Bank of China Limited (ICBC) on its HK$4.55 billion (US$583 million) acquisition of a controlling interest in Seng Heng Bank of Macau from Sociedade de Tourismo e Diversões de Macao S.A., one of the largest business groups in Macau. The deal also involves a stake sale by Patrick Huen, Seng Heng’s chief executive. ICBC will hold 79.9333 percent of Seng Heng Bank upon completion of the deal which is subject to approval from ICBC shareholders, the China Banking Regulatory Commission and the Monetary Authority of Macau.

Paul Weiss Rifkind Wharton & Garrison has advised Belle International Holdings Limited, an investee of Morgan Stanley Private Equity, of the acquisition of the Fila trademarks registered in the PRC, Hong Kong and Macau from Fila Luxembourg S.a.r.l. through its indirect wholly-owned subsidiary at a cash consideration of US$48,000,000, the formation of an offshore joint venture with Fila Luxembourg S.a.r.l., the acquisition of the entire issued share capital of Fila Marketing (Hong Kong) Limited, and the take-over of certain inventory and fixtures from Fila’s licensees, distributors and retailers in the PRC.

Skadden, Arps, Slate, Meagher & Flom represented Vista Land & Lifescapes, Inc., a leading residential real estate development company in the Philippines, in its approximately US$464 million follow-on offering of common shares, which are listed on the Philippine Stock Exchange, including a Rule 144A/Regulation S offering. UBS acted as sole global coordinator and sole bookrunner for the transaction. The proceeds include proceeds from the sale by Vista Land’s controlling shareholders of a portion of their common shares in Vista Land, and the partial exercise of the over-allotment option by UBS. Vista Land is one of the largest homebuilders in the Philippines, primarily focused on large horizontal housing developments throughout the Philippines. It has also recently launched four high rise and mid-rise developments in the Manilla central business district.

Skadden, Arps, Slate, Meagher & Flom represented Merrill Lynch International as global co-ordinator and sole bookrunner in a US$200 million initial public offering and London Stock Exchange listing by Symphony International Holdings Limited. Symphony is a pan-Asian private equity fund based in Singapore which targets projects in the hospitality, healthcare and lifestyle sectors, particularly in South-East Asia and India. The controlling shareholders of the investment manager have been responsible for the growth and development of the ultra-luxurious chain of Aman resorts throughout Asia.

Skadden, Arps, Slate, Meagher & Flom is representing Citigroup Global Markets Limited as financial advisor to Advanced Semiconductor Engineering Inc. (ASE Inc.) in its acquisition of the remaining shares of its 50.5 percent owned subsidiary ASE Test Limited. The acquisition is being implemented through a Singapore-law scheme of arrangment and is subject to ASE Test shareholder and Singapore court approval. The total consideration is US$784 million, representing a 25.6 percent premium to the trading price of ASE Test shares prior to announcement. ASE Inc. is a semiconductor manufacturer with listings in Taiwan and on Nasdaq. ASE Test provides semiconductor test services and has listings in Taiwan and on Nasdaq.

WongPartnership acted for Parkway Trust Management Limited as manager of Parkway Life Real Estate Investment Trust (“Parkway Life REIT”) in the initial public offering of 288,865,000 units of shares (comprising an international placement under Regulation S), which raised gross proceeds of approximately US$242.46 million. Parkway Life REIT comprises interests in 3 hospitals – Mount Elizabeth Hospital, Gleneagles Hospital and East Shore Hospital. This is the second REIT in Singapore with health-care assets.

WongPartnership acted for Allco (Singapore) Limited in the renounceable underwritten rights issue of new units in Allco Commercial Real Estate Investment Trust, a real estate investment trust established with a view to investing in high quality office and retail properties across the Asia-Pacific region. This is the first Singapore REIT to undertake a rights issue in Singapore.

WongPartnership acted for SGX-ST Mainboard-listed Magnecomp International Limited in the sale of its 74.3 percent stake in SET-listed Magnecomp Precision Technology Public Company Limited to Japan’s TDK Corporation for US$123 million.

WongPartnership acted for Encore International Ltd in its divestiture of indirect shareholding in PT Medco Energi Internasional Tbk to Mitsubishi Corporation as its Singapore law counsel.