Deals – 8 September 2006

Freshfields Brackhaus Deringer advised Danish sugar and food ingredients group Danisco on the acquisition of Zhangjiagang Sanhui Chemical Co, a Chinese cellulose gum (CMC) producer. The benefits from the purchase of a plant in China include expansion opportunities for reasonable costs. Danisco’s portfolio already includes pectin, alginate, locust bean gum, carrageenan, xanthan and guar gum.

Gide Loyrette Nouel as French and International counsel and Llinks Law Offices as PRC counsel advised SEB Internationale S.A.S. (SEB), a wholly owned subsidiary of SEB S.A., on its strategic investment in Shenzhen-listed Zhejiang Supor Cookware (Supor), by which SEB will acquire up to 61 percent of the equity shares in Supor. SEB intends to buy shares from the founding shareholders, subscribe to a rights issue by Supor and make a partial public offer for other shares. The transaction value will amount up to RMB 2.37 billion. It is the first deal disclosed after the promulgation on July 31 2006 of the new Administration of the Takeover of Listed Companies Procedures; and the first ever deal that has adopted partial public offer in the China market.

Dorsey & Whitney represented Imation Corp., a large spin-off from 3M Company that is listed on the New York Stock Exchange, in its acquisition of the assets of Memorex International Inc., a leading consumer brand of optical and magnetic data storage media such as CD’s, DVD’s and flash memory. The consideration included the sum of US$330,000,000, and an “earnout” amount ranging from US$5,000,000 for US$45,000,000. Among the assets acquired were the worldwide intellectual property rights to the “Memorex” name and trademarks and the shares of operating subsidiaries based in the United States, the United Kingdom, France, Germany and Taiwan.

Gide Loyrette Nouel advised Vivendi and a consortium of European banks on the transfer of all of their equity and loan interests in the Hanoi Hilton Hotel in Vietnam to VinaCapital Investment Fund. The firm assisted the sellers in the drafting, negotiating, finalising and closing the Loan Transfer and Share Purchase Agreement for a combined amount of USD 42 million with VinaCapital.

Baker & McKenzie represented SUEZ Environment in the sale of 49 percent of its Indonesian subsidiary PT PAM Lyonnaise Jaya (PALYJA) to local partner PT Astratel Nusantara (Astratel) and Citigroup Financial Products Inc. (Citigroup). Under the arrangement, the PALYJA ownership is: SUEZ Environment (51 percent), Astratel (30 percent), and Citigroup (19 percent). PALYJA is one of the largest water service providers in Indonesia.

Llinks Law Offices advised the arranger The Industrial and Commercial Bank of China, Jiangsu Branch and the lenders on a US$750 million syndicated term loan facility to Hynix-ST VLSIC 12-inch and 8-inch plant, the largest semiconductor manufacture project in China sponsored jointly by Hynix Semiconductor and STMicroelectronics. The syndicated loan was participated by 20 Chinese and international banks including ICBC, CDB, ABC, Citibank and Credit Suisse.

White & Case represented the project sponsors in the US$2.6 billion financing of the Tangguh LNG project in Indonesia. This is the largest private sector project in Indonesia since the Asian financial crisis and also the first project involving BPMIGAS, Indonesia’s new upstream oil and gas regulator. The sponsor consortium includes BP, CNOOC, INPEX, Kanematsu, LNG Japan, Mitsubishi, Mitsui and Nippon Oil.

Johnson Stokes & Master acted for the Hong Kong Housing Authority in relation to proceedings in the High Court against B+B Construction Co. Ltd. (in liquidation) and its insurers arising from short piles at Tin Shui Wai Area 31 Phase I. As a result of a successful mediation of disputes, insurers have agreed to pay a substantial sum in damages to Hong Kong Housing Authority.