Deal Watch - 10/15/09

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Posted on October 15, 2009 at 6:10 PM


Baker & McKenzie acted as Hong Kong and US counsel to China South City Holdings Limited for its global share offering.  It is valued at HK$3.15 billion and the proceeds from that will be mostly used for the development of the second stage of its Shenzhen trade center and to develop projects on Nanchang and Nanning.  Merrill Lynch International and Merrill Lynch Far East Limited acted as the sole global coordinator and sole sponsor to the offering, respectively.  Hong Kong legal issues were advised by partner Elsa Chan and US legal aspects were advised by Brian Spires.

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Baker & McKenzie also advised Pioneer Global Group Limited with its decision to acquire an 80-year leasehold interest in the 27-story building “Club Lusitano” from the seller Club Lusitano for HK$410 million.  Real estate partner Ricky Yiu led the advisory team.

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Clifford Chance acted as international counsel to Pfizer in regards to the company obtaining conditional clearance of its merger with Wyeth under China’s Anti-Monopoly Law.  Approval from the Chinese officials was one of the conditions of the merger agreement, but Australian, Canadian, and US competition officials have not made decisions yet.

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Davis Polk & Wardwell LLP was the adviser to Shanda Games Limited and its parent company, Shanda Interactive Entertainment Limited, in regards to its IPO by Shanda Games of 83.5 million American Depositary Shares which represent 167 million Class A ordinary shares in the company.  It is the largest US IPO since April 2008 with total proceeds of US$1.04 billion.  Goldman Sachs (Asia) LLC and JP Morgan Securities Inc were the joint bookrunners for the offering, following which Shanda Entertainment Limited holds 71.01 percent of the outstanding shares in Shanda Games Limited and controls 96.08 percent of its voting rights.  Hong Kong-based partner James C. Lin headed the team advising on the transaction.

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In addition, Davis Polk & Wardwell LLP is now advising Tianwei New Energy with its proposed majority investment in Hawaii-based clean energy company Hoku Scientific Inc.  Under the terms of the deal, Hoku will issue more than 33.3 million shares of common stock with a guarantee for an additional 10 million shares to Tianwei, in exchange for Tianwei providing US$50 million in initial debt financing to Hoku so Hoku can continue to build a new polysilicon manufacturing facility and Hoku terminating US$50 million in secured prepayments to Tianwei.  Beijing-based partner Howard Zhang was the main adviser on the deal.

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Fried, Frank, Harris, Shriver & Jacobson LLP has represented Credit Suisse and China Construction Bank International in relation to the global offering by Peak Sports Products Co Limited of ordinary shares of about US$220 million.  The offering was comprised of a Hong Kong public offering and a concurrent 144A/Reg S placement.  Corporate partners Joseph Lee and Joshua Wechsler led the firm’s team.

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Latham & Watkins advised China Lilang Limited with its initial public offering of 300 million shares on the Hong Kong Stock Exchange, valued at a total of HK$1.17 billion.  The joint lead managers for the offering were Merrill Lynch Far East Limited and HSBC, while Merrill Lynch International and HSBC were lead managers for the international offering.  Hong Kong-based partner Eugene Lee advised the firm’s team.

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Paul, Hastings, Janofsky & Walker has represented Glorious Property Holdings Limited on its IPO valued at HK$9.9 billion.  JP Morgan and Deutsche Bank are jointly sponsoring the deal, and also are joint global coordinators, joint bookrunners and joint lead managers in conjunction with UBS. Capital markets partner Raymond Li led the firm’s advisory team, which included partners Sammy Li, David Grimm and Chau Ho.

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Paul, Hastings, Janofsky & Walker has also advised on the advised on the subsequent two recent top-up placement transactions in Hong Kong.  They were led by Hong Kong capital market partners Sammy Li and Phoebus Chu and US capital market partners Neil Torpey and David Grimm:

  • The firm advised Hong Kong-listed China Everbright International on its top-up placement valued at HK$1.45 billion.  Nomura International (Hong Kong) Limited was the sole bookrunner on the transaction.
  • The firm also advised Citigroup and Macquarie Group as join bookrunners with the HK$1 billion Real Gold Mining Limited’s top-up placement.
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Slaughter and May is advising Alibaba.com Limited in regards to its conditional acquisition of up to 99.67 percent interest in China Civilink (Cayman).  Valued at approximately US$79 billion, Alibaba is to purchase the stock from China Civilink’s controlling shareholder, SYNNEX Corporation, and various other founders of Civilink.  Alibaba is also entering into a shareholders’ agreement with the remaining founders of Civilink with which it will provide them with a variety of incentives to approve of the deal.  Hong Kong-based partner Benita Yu led the firm’s team.

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Slaughter and May has also represented Boije Oriental Media Holding Co Limited in the restructuring of a US$60 million equity investment in the company by a private equity investor.  Partner Benita Yu was the main adviser.

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Additionally, Slaughter and May led by partner Niel Hyman has advised GS Capital Partners VI Fund LP with its subscription for HK$1.897 billion convertible bonds due 2014 and warrants to subscribe for ordinary shares in the share capital of Geely Automobile Holdings Limited.

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WongPartnership LLP acted for China New Town Development Company Limited in regards to the re-purchase of a total of RMB 593 million in principal amount of senior notes.  The re-purchase consisted of a cash payment of over RMB 229 million and the issue and allotment of more than 229 million new shares.  In addition to issuing 2 percent convertible bonds of up to RMB 300 million in total principal amount due 2016, CNTD issued up to approximately 293.7 million new ordinary shares in the capital of the company to fund the cash payment.  Partners Raymond Tong, Chong Hong Chiang, Hui Choon Yuen, and Winston Wong were involved.


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