Deal Watch - 12/02/09

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Posted on December 3, 2009 at 4:12 AM


Davis Polk & Wardwell LLP has represented JP Morgan Securities Ltd as sole dealer manager in regards to a cash tender offer by Noble Group Limited to acquire up to approximately US$488 million of its outstanding US$680 million 6.625% senior notes due 2015. The firm’s team was led by Hong Kong-based partner William F. Barron and partner Eugene C. Gregor of the Tokyo office.

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Clifford Chance has assisted NWS Holdings Limited on its sale of a controlling share, valued at HK$1.82 billion, in Taifook Securities Group Limited to Hai Tong (HK) Financial Holdings Limited. The sale will prompt a mandatory general offer for Taifook's remaining shares under the Hong Kong Takeovers Code. This is thought to be one of the first takeovers by a Mainland securities company of a Hong Kong securities company. Hong Kong partner Cherry Chan led the firm’s advisory team.

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DLA Piper has advised GGV Capital in relation to its US$15 million investment in China’s leading travel search engine, Qunar.com. The funds will used to develop the company’s brand and other market activities. GGV Capital is one of the first venture capital firms to fund start-ups in China. Beijing-based partner Rocky Lee advised.

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Freshfields Bruckhaus Deringer has represented the underwriters on five Hong Kong IPOs. The offerings by China Minsheng Bank and Sands China will be the two largest IPOs on the Hong Kong Stock Exchange this year so far. Details of the five IPOs listed on the HKSE are as follows: • Firstly, the firm has acted as HK counsel to the underwriters – led by Citigroup Global Markets and JP Morgan Securities and including N M Rothschild & Sons – on the listing of Trinity Limited, valued at US$110 million. The firm’s team was led by China managing partner Teresa Ko. • Secondly, the firm has acted as HK and US counsel to the underwriters – led by Merrill Lynch and Goldman Sachs and including BOCI and Credit Suisse – on the US$780 million IPO of Evergrande Real Estate Group Limited. Beijing managing partner Chris Wong and US securities partner Calvin Lai advised on the offering. • Thirdly, the firm is acting as HK and US counsel to HSBC and Cazenove, underwriters on the US$308.5 million offering of a leading manufacturer and provider of coal mining solutions and equipment Sany Heavy Equipment International Holdings. The firm’s team is being led by partners Chris Wong and Calvin Lai. • Fourthly, the firm is acting as HK and US counsel to the underwriters – led by UBS AG and BOCI Asia – on the US$3.9 billion listing of China Minsheng Banking Corp Ltd, the first national joint stock commercial bank mainly established by non-state-owned enterprises in China. The firm’s team is being led by Hong Kong partner Kay Ian Ng and Calvin Lai. • Finally, the firm is acting as HK counsel to the underwriters on the listing, worth US$2.5 billion, of Sands China Ltd. The underwriters are led by the joint bookrunners Goldman Sachs, Citigroup, Barclays Capital, BNP Paribas and UBS. The firm’s team is being led by Teresa Ko and Hong Kong partner Grace Huang.

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Herbert Smith has assisted China Agri-Industries Holdings Limited, a leading producer of processed agricultural products in China with operations spanning biofuel, biochemical, oilseed processing, rice trading and processing, brewing materials, and wheat processing, with a US$250 million club term loan facility. The lenders include Banco Santander, Bank of Tokyo-Mitsubishi UFJ, Bank of China (Hong Kong), CITIC Ka Wah, ICBC (Asia), Mizuho and Standard Chartered. Hong Kong banking and finance partner Alexander Aitken led the firm’s team.

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O’Melveny & Myers LLP has advised Piper Jaffray & Co, Jefferies & Company Inc and Oppenheimer & Co Inc, as joint book-running managers, in connection with the follow-on public offering, valued at US$74.2 million, of Wonder Auto Technology Inc, a leading manufacturer of automotive electric parts, suspension products and engine components in China. The advising team was led by Shanghai-based partner Kurt Berney and Beijing-based partner David Roberts, while partners from the firm’s Washington DC office assisted on FINRA-related matters and certain securities law issues.

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Orrick, Herrington & Sutcliffe has advised SBI E2-Capital (HK) Limited and SBI E2-Capital Securities Limited, as the sponsor and lead manager respectively, in relation to the HK$517 million IPO of China Tontine Wines Group Limited on the Main Board of the Hong Kong Stock Exchange. The firm’s team was led by Edwin Luk.

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Orrick, Herrington & Sutcliffe has also represented On Track Innovations, a global leader in contact-less microprocessor-based smart card solutions, on its settlement agreement with Smartrac NV, a leading manufacturer and supplier of RFID transponders. It was reached after more than 2 years of litigation involving IP-related matters in multiple jurisdictions. The advising team was led by Beijing-based partner Xiang Wang and included Hong Kong litigation partner Robert Pé.

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Paul, Hastings, Janofsky & Walker has advised Citigroup Global Markets Asia Limited, Morgan Stanley Asia Limited and UBS AG Hong Kong Branch, as the joint sponsors, joint global coordinators, joint bookrunners and joint lead managers, in connection to the Hong Kong IPO and global offering, worth HK$7.1 billion, of leading PRC property developer Longfor Properties Company Limited. It consisted of a Hong Kong public offering and an international offering, including a placement under Reg S/Rule 144A. The firm’s advisory team was led by capital markets partners Raymond Li and Sammy Li, whilst the US capital markets team was led by David Wang.

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Shearman & Sterling LLP has assisted China Development Bank and Bank of China as lenders to the Salalah Independent Water and Power Project in Oman. The group developing the project comprises of Sembcorp Utilities Pte Ltd and Oman Investment Corporation. The funding for the project is being provided by international and Chinese banks and also local financial institutions. Shanghai-based partner Andrew Ruff led the firm’s team.

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Sidley Austin LLP has acted for the PRC Ministry of Finance in regards with the first public offering and institutional placement of Renminbi-denominated bonds, valued at a total of RMB 6 billion, by the PRC’s Central People's Government of China.  The bonds are available in three tranches: 2.25% Bonds due 2011, 2.70% Bonds due 2012 and 3.30% Bonds due 2014.  Hong Kong-based partners Timothy Li and Gloria Lam and Beijing-based partner Henry Ding headed the advising team.

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Sidley Austin LLP has also advised Evergrande Real Estate Group Limited with its IPO, worth HK$5.65 billion approximately, on the HKSE with concurrent global placements pursuant to Rule 144A/Reg S.  Hong Kong-based partners Timothy Li and Constance Choy advised.

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Weil, Gotshal & Manges LLP has assisted General Electric Co with regards to its joint venture plan with Chinese state-owned aircraft manufacturer Aviation Industry Corp.  The joint venture company will develop and market integrated avionics systems for commercial aircraft customers and be based in China.  Steve Xiang, head of the firm’s Shanghai and Beijing offices, led the firm’s China-based advisory team, while the New York team was led by partners Bill Gutowitz and Charan Sandhu.

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White & Case LLP has represented Saudi Basic Industries Corporation in connection with its RMB 18.3 billion joint venture with China Petroleum & Chemical Corporation The joint venture will own and run a new petrochemical complex in Tianjin. The advising team was led by Beijing-based partner Steve Payne.

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Cleary Gottlieb is advising Hewlett-Packard with regards to its US$2.7 billion acquisition of leading provider of networking switching, routing and security solutions 3Com. According to an HP press release, this purchase will transform the networking industry, and significantly increase HP’s Ethernet switching offerings, add routing solutions and dramatically improve the company’s position in China. Lawyers from the firm’s New York, Brussels, Beijing and Hong Kong offices advised on the corporate, IP, real estate, antitrust, tax and employee benefit aspects of the transactions, with corporate partners Christopher Austin and Benet O'Reilly leading the team.

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Clifford Chance has assisted the HSBC NF China Real Estate Fund LP with the company’s 50/50 joint venture in China with Tesco. The JV will open 3 new malls in the north-eastern region of China, each with a Tesco hypermarket as anchor tenant, with one of the sites to include Tesco's first shopping center development in China. The new stores are part of Tesco's planned expansion in China. The firm’s China team handled the M&A and JV aspects of the deal, led by Beijing-based partner Terence Foo, while the real estate aspects of the transactions were handled by the London office.

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DLA Piper has acted as offshore counsel to Pera Global Holdings Limited, a leading CAE/CAD software developer, in connection to its US$10 million private equity financing from CAX Holdings Limited. The financing will be used to further develop R&D capabilities and fund future acquisitions. Partner Rocky Lee, the firm’s Asia Head of Private Equity & Venture Capital, led the deal. Allen & Overy advised for CAX Holdings Limited.

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Hogan & Hartson LLP has represented Duoyuan Printing Inc, a Wyoming corporation and a leading offset printing equipment supplier in China with headquarters in Beijing, in relation to its IPO of common shares, worth approximately US$55 million, on the New York Stock Exchange. The sole bookrunning manager was Piper Jaffray & Co, and Roth Capital Partners LLC acted as the co-manager. The firm’s advisory team was led by Hong Kong-based partner Man Chiu Lee, with help from New York partner Amy Freed and Washington DC partner Steve Kaufman.

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Lovells has acted for the seller with the sale of 92.7 percent of shares, valued at US$200 million, of Beijing Leader & Harvest Electric Technologies Co Ltd to private equity fund Affinity Equity Partners. The transaction is China's largest ever buyout where the acquirer is a single overseas private equity fund. The firm’s team was led by Hong Kong-based corporate partner Terence Lau.

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O'Melveny & Myers has acted for Deutsche Bank AG, Hong Kong Branch, Merrill Lynch and BOCOM International Securities, as well as other underwriters, in respect of the US$276 million global offering and listing on the HKSE of Mingfa Group (International) Company Limited. The firm’s Hong Kong team was led by partners Colin Law and Peter Chen, whilst the firm’s US team was led by Shanghai-based partner Kurt Berney.

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Orrick, Herrington & Sutcliffe LLP has represented SK Telecom Co Ltd, South Korea's largest mobile telecommunications service provider, in connection to its approximately US$1.3 billion sale of a 3.7 percent stake in China Unicom (Hong Kong) Limited back to China Unicom. The transaction represents the largest share repurchase by a Hong Kong-listed company from a Korean company. Led by Hong Kong-based corporate partner David Cho, the firm’s team of Korea-focused lawyers advised SKT on US and Hong Kong law and all related corporate and regulatory matters.

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Skadden, Arps, Slate, Meagher & Flom has assisted Bank of America Merrill Lynch and The Hongkong and Shanghai Banking Corporation, as the lead underwriters, in regards to the US$300 million Rule 144A/Reg S offering of 10 percent senior notes due 2016 by Agile Property Holdings Limited, an HKSE listed property developer in China. Edward Lam advised.

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Skadden, Arps, Slate, Meagher & Flom is also advising Meadville Holdings Limited, the leading provider of volume high-end printed circuit boards, in connection to its merger with TTM Technologies Inc, North America's largest PCB manufacture, which will lead to one of the largest PCB manufacturers in the world. Meadville is selling its PCB businesses to TTM for an approximately US$521 million payment consisting of stock and cash, and will in return approximately 45.7 percent of the post-transaction-issued share capital of TTM through stocks. After the deal, Meadville will dole out the cash and TTM stock proceeds to its shareholders and then delist and liquidate. The deal is subject to shareholder approval, antitrust filings in the US and China and CFIUS review. Partners Jonathan Stone, Nicholas Norris and Ivan Schlager led the firm’s team.

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Herbert Smith and Stibbe have represented Canon Inc on its intended EUR 730 all-cash public offer for all the shares of Océ NV, with Canon’s intent being to create the overall number one presence in the printing industry. Canon has also agreed to pay EUR 65 million to buy Oce’s preferred shares. The joint team was led by corporate partners Björn van der Klip and James Robinson of Stibbe (Amsterdam) and Herbert Smith (Tokyo) respectively.

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Debevoise & Plimpton LLP with Bae, Kim & Lee LLC, has won an arbitration award worth at least US$750 million for their client Hyundai Heavy Industries Co Ltd. On November 12, 2009, an Arbitration Tribunal acting under the Rules of the ICC International Court of Arbitration gave a favorable award to Hyundai in an arbitration between the company and other shareholders, on the one hand, and affiliates of International Petroleum Investment Corporation, an investment branch of the Abu Dhabi government. The Debevoise team was led by partners David W. Rivkin and Christopher K. Tahbaz, while the Bae Kim & Lee team was headed by partners Kevin Kim, John P. Bang and Minwoon Yang.

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Paul, Hastings, Janofsky & Walker has assisted Goldman Sachs as the lead arranger in relation to a five-year convertible bond offering, valued at US$200 million, by STX Pan Ocean, Korea's largest bulk shipping company. Some of the proceeds will be used to fund part of the acquisition cost for new vessels and the rest will be working capital. The firm also advised BNP Paribas, as co-manager, and Tong Yang Securities Inc, as co-lead manager, in connection to the offering. The firm’s Hong Kong-based team was led by corporate partners Daniel Kim and David Grimm.

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Shearman & Sterling LLP has advised Credit Suisse as sole bookrunner with regards to the US$100 million bond offering issued by Vincom Joint Stock Co, one of the largest listed property companies in Vietnam. The offering is the first overseas sale of convertible bonds by a Vietnamese issuer and is also the first international capital raising from any Vietnamese issuer since 2005. Hong Kong capital markets partner Matthew Bersani and London-based European finance partner Mei Lian led the firm’s advisory team.

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Allen & Overy LLP and its associated office in Riyadh, Abdulaziz AlGasim Law Firm, have advised Gulf International Bank on the issuance of its 2 billion Saudi riyal bond. The issuance represents the largest ever book for a Saudi Riyal bond private placement in Saudi Arabia, while also being the first Saudi Riyal bond issued by a financial institution in Saudi Arabia this year. GIB Financial Services and HSBC were mandated as joint lead arrangers and book runners. The firm’s team was led by partners Julian Johansen (Riyadh) and Matthew Hartley (London).

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Vinson & Elkins has represented energy-focused private equity firm Lime Rock Partners in connection with its US$25 million investment in Expert Petroleum SRL. This is the inaugural investment to be executed from Vinson & Elkins’ Dubai office. The firm’s advisory team was led by partner James A. Knight.


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