|Clifford Chance has advised CVC Asia Pacific Limited (CVC) on its buy-out of the world’s largest manufacturer of window shutters in a transaction valued at US$750 million. This transaction marks only the second public-to-private buyout deal of a Taiwan listed company to be completed by a private equity firm. Nien Made Enterprise manufactures window shutters and blinds for global export. Headquartered in Taichung, Taiwan, and with a principal manufacturing base in China, Nien Made operates as an integrated China enterprise with reported revenues of US$365 million in 2006. CVC’s buyout was successfully completed in partnership with the founding family and management. The tender offer for Nien Made closed on October 29, 2007. Concurrently, the CVC consortium acquired a Hong Kong holding company of a PRC blinds manufacturing business from the founding family.
Freshfields Bruckhaus Deringer has advised on the initial public offering (IPO) and Hong Kong Stock Exchange listing by Alibaba.com Limited (Alibaba.com), which listed on November 6, 2007. The retail portion of the global offering was approximately 259 times oversubscribed, while the institutional portion was also heavily oversubscribed. Total proceeds from the IPO were US$1.7 billion, including the exercise of the overallotment option in full. Goldman Sachs (Asia) LLC and Morgan Stanley Asia Limited are the joint global coordinators and joint sponsors, and together with Deutsche Bank AG (Hong Kong Branch), the joint bookrunners and joint lead managers of the global offering. N M Rothschild & Sons (Hong Kong) Limited acted as the financial advisor to the company.
Freshfields Bruckhaus Deringer has advised on the IPO and Hong Kong Stock Exchange listing by China Dongxiang Group Limited (Dongxiang), which listed on October 10, 2007. Total proceeds from the IPO were US$810 million, including exercise of the overallotment option in full. Freshfields acted as Hong Kong and US legal counsel to the underwriters. Deutsche Bank and Merrill Lynch were the joint sponsors, joint global coordinators, joint bookrunners and joint leader managers.
Freshfields Bruckhaus Deringer has advised on the IPO and Hong Kong Stock Exchange listing by Soho China Limited (Soho), which listed on October 8, 2007. Total proceeds from the IPO were US$1.9 billion, including exercise of the overallotment option in full. This was the largest property IPO in Asia (except Japan) to date and the largest IPO for a mainland real estate developer. Freshfields acted as Hong Kong and US legal counsel to Soho. The joint sponsors were Goldman Sachs and HSBC, and Goldman Sachs, HSBC and UBS were joint global coordinators, joint bookrunners and joint lead managers.
Goodwins Law Corporation has acted for XL Telecom & Energy Limited (XL) in its listing of US$40 million zero coupon unsecured foreign currency convertible bonds due in 2012 on the Singapore Exchange Securities Trading Limited. US$35 million FCCBs were listed on October 25, 2007 and US$5 million FCCBs were listed on October 30, 2007. XL is in the telecom business of mobile handsets and SMPS, solar photovoltaic systems and ethanol, and is listed on the Bombay Stock Exchange Limited.
Maples and Calder has advised Ming Fai International Holdings Limited on its recent Hong Kong public offer. The firm has also advised Alibaba.com Limited on its IPO and Hong Kong listing; and it has advised CNinsure Inc on its Nasdaq IPO.
Milbank, Tweed, Hadley & McCloy LLP (Milbank) has represented the Government of the Democratic Socialist Republic of Sri Lanka in closing the country’s maiden sovereign bond offering, a US$500 million Rule 144A/Reg S offering of 8.25 percent bonds due in 2012. Barclays Bank PLC, The Hongkong and Shanghai Banking Corporation Limited (HSBC) and JP Morgan Securities Limited acted as joint lead managers, with Bank of Ceylon acting as co-manager on the transaction, which began in April 2006.
Minter Ellison has advised Cathay Pacific Airways Ltd on a contract for the company’s global passenger services system. The contract was awarded to Amadeus. All systems will be provided to Cathay and Dragonair. The implementation of the new systems will be the largest IT project that Cathay has recently undertaken. Cathay has an ongoing commitment to invest in new technology to support its growth plans and commercial objectives.
O’Melveny & Myers has represented Giant Interactive Group Inc (Giant) on its US$1.02 billion IPO on the New York Stock Exchange. Giant’s ADSs are listed under GA. The offering consisted of approximately 65.8 million ADSs at US$15.5 per ADS, of which approximately 52.5 million ADSs were offered by Giant and 13.3 million ADSs by the selling shareholder (including 8.6 million ADSs sold by the selling shareholder following the underwriters’ exercise, in full, of their overallotment option). Giant will use its proceeds from the offering for general corporate purposes, including capital expenditures and funding possible future acquisitions. Merrill Lynch, Pierce, Fenner & Smith Inc and UBS AG acted as joint bookrunning managers.
Shearman & Sterling LLP has advised Kellwood Company (NYSE:KWD) on the sale of its Smart Shirts manufacturing operations to Youngor Group Co Ltd, one of China’s largest fabric manufacturers, for approximately US$120 million in cash. This is the largest outbound investment made by a Chinese company in the garment industry to date. The transaction is expected to close by the end of the fiscal year 2007 and is subject to several customary closing conditions, including regulatory approvals.
Slaughter and May has advised on the IPO and Hong Kong listing of Alibaba.com Limited, which raised approximately HK$11.6 billion (US$1.5 billion) gross proceeds, of which HK$2.95 billion (US$378 million) net proceeds will be received by the company. Eight cornerstone investors invested a total of HK$2.13 billion (US$273 million) in the offering. The firm acted as Hong Kong counsel to the joint global coordinators (Goldman Sachs and Morgan Stanley) and the joint bookrunners (Goldman Sachs, Morgan Stanley and Deutsche Bank) of the global offering. This is the largest ever IPO on the Hong Kong Stock Exchange in terms of money frozen in subscriptions (about US$58 billion). The Hong Kong retail tranche was 257 times oversubscribed. It is reported to be the largest technology company IPO globally in 2007.
Slaughter and May has advised Morgan Stanley as placing agent in relation to the top-up placing of 60,000,000 shares in Hengan International Group Company Limited. The net proceeds of the placing were approximately US$232 million. Hengan intends to use the proceeds of the placing for potential acquisitions, capacity expansion and general working capital purposes. The placing was announced on October 25, 2007. Hengan is listed on the Main Board of the Hong Kong Stock Exchange and is primarily engaged in the manufacturing, distribution and sale of personal hygiene products in the PRC.
Slaughter and May has advised Morgan Stanley as placing agent in relation to the top-up placing of 112,695,840 shares in Glory Future Group Limited. The net proceeds of the placing were approximately US$4 million. Glory Future intends to use the proceeds to finance its acquisition of an indirect interest in a gold mine in the PRC. The placing was announced on October 23, 2007. Glory Future is listed on the Growth Enterprise Market of the Hong Kong Stock Exchange.
WongPartnership has advised 3i US Growth Partners LP on the Singapore aspects of its investment in the Mold-Masters group of companies.
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