Deals – 13 September 2007

Beiten Burkhardt has advised Siemens, Asklepios Kliniken and Tongji University in Shanghai on the establishment of a joint venture to realize a hospital project. The joint venture partners are investing more than 100 million euros in the project, which will be set up in the Shanghai International Medical Zone. The first construction phase of the Chinese-German friendship hospital is to be completed in 2009. The aim is to commission the hospital before the World Expo in 2010 with the prospective of a capacity of initially 250 beds, to be extended in a second phase to 500 beds. The joint venture comprises the construction and operation of the hospital. Tongji University holds 46 percent, Siemens Project Ventures 40 percent and Asklepios Kliniken 14 percent of the shares in the joint venture company. The joint venture agreement was signed on May 24, 2007 in Beijing in the presence of the President of the PRC, Hu Jintao, and the German President, Horst Köhler.

Latham & Watkins has advised Fujian Refining & Petrochemical Company Limited (FREP), a joint venture among Sinopec, Fujian Province, and subsidiaries of Saudi Arabian Oil Company (Saudi Aramco) and Exxon Mobil, on China’s first integrated refining and petrochemical project with foreign participation. The debt facilities for FREP are arranged on a limited recourse basis and comprise long term and working capital facilities with a total value of 30 billion renminbi (approximately US$4 billion), and represent the largest project financing to date for a Sino-foreign joint venture in China. The activities for the expansion of the existing refinery in Fujian Province and the additional new petrochemical facilities are expected to be completed in early 2009.

Milbank has closed a US$135 million private financing for an Indonesian coal mine owned by PT Ilthabi Bara Utama (IBU). Marking the first greenfield financing in Asia backed by private investor funds, the funding was provided by various private funds together with investment bank Merrill Lynch. Milbank represented IBU in negotiating and structuring the transaction.

BRLP Mauritius Holdings II and BROMLP Mauritius Holdings II (Blue Ridge) made an investment of 210 million Indian rupees by way of preferential allotment of equity shares in Ankur Drugs and Pharma Limited (Ankur). Ankur is a public company listed on BSE and NSE and is engaged in the business of manufacturing pharmaceutical formulations and other pharmaceutical products. Nishith Desai Associates acted as legal counsel to Blue Ridge for this investment.

O’Melveny & Myers has represented 7 Days Group Holdings Limited in its issuance of US$80 million high-yield notes and warrants to initial purchasers affiliated with Merrill Lynch and Deutsche Bank. The proceeds of the financing will be used to expand the client’s budget hotel network in China and repay its shareholder loans. The notes and warrants are traded on Euroclear and Clearstream. 7 Days Group Holdings Limited is the holding company of a group of Chinese companies operating one of the leading budget hotel chains in China under the brand ‘7 Days Inn.’ It currently operates more than 70 hotels in China and aims to build a national franchise that is capable of providing an affordable, yet quality, hospitality service to the increasing number of leisure and corporate travellers in China.

O’Melveny & Myers is representing Promise Co Ltd in its acquisition of Sanyo Shinpan Finance Co Ltd through a tender offer taking place currently and scheduled to close in mid September. Promise acquired Asahi Enterprise in July 2007, which held approximately 25 percent share of Sanyo Shinpan and launched a tender offer to purchase up to 100 percent of Sanyo Shinpan’s outstanding shares. The total consideration that Promise is expected to pay, when combined with the acquisition of Asahi Enterprise, will be approximately 120 billion yen (US$1 billion). Promise, currently the third largest consumer finance company in Japan, will become the country’s largest with more than two trillion yen in gross assets.

Paul, Weiss client Tom Online Inc, a Cayman company with shares listed on the Hong Kong Stock Exchange and ADRs listed on NASDAQ, has announced the completion of a going private and delisting transaction that was first announced in March 2007. The privatization of the company by its controlling shareholder TOM Group Limited was structured as a scheme of arrangement under Cayman law and was approved by shareholders of both Tom Group and Tom Online. The transaction was a ‘going private’ transaction under the US securities laws and involved the filing of a schedule 13E-3 with the SEC. Paul, Weiss advised Tom Online Inc and its independent board committee on US aspects of the transaction.

Shearman & Sterling LLP has advised the lender group composed of eleven major PRC banks plus Sinopec Finance Company on the financing of the Fujian Refining & Petrochemical Company Limited (FREP). This joint venture is the first integrated refining and petrochemicals project with foreign participation in China. The debt facilities for FREP are arranged on a limited recourse basis, comprising both long term and working capital facilities in renminbi and US dollars. The facilities amount to about RMB30 billion (approximately US$4 billion). Tenor for the long term facilities will be 20 years for renminbi and 15 years for US dollars. The activities for the expansion of the existing refinery in Fujian Province and the addition of new petrochemical facilities are expected to be completed in early 2009.

Skadden, Arps, Slate, Meagher & Flom LLP has represented China National BlueStar (Group) Corporation, a chemical manufacturer and provider of industrial cleaning services and water treatment products, in its US$600 million sale of a 20 percent stake to the Blackstone Group, a private equity firm.

Skadden, Arps, Slate, Meagher & Flom has represented Titan Petrochemicals Group Limited (Hong Kong), a provider of oil and gas transportation, storage and distribution services, in its US$170 million acquisition of Titan Quanzhou Shipyard Company Limited (China).

Sullivan & Cromwell has represented the special committee of the board of directors of ASE Test Limited (Taiwan) in its pending US$748 million sale to Advanced Semiconductor Engineering Inc in Taiwan.

Sullivan & Cromwell LLP is acting as US legal counsel to the special committee of the board of directors of ASE Test Limited (ASE Test), a company listed on NASDAQ and the Taiwan Stock Exchange (TSE), in connection with the proposed ‘going private’ transaction involving Advanced Semiconductor Engineering Inc (ASE Inc), ASE Test’s parent company that is listed on the New York Stock Exchange and the TSE. On September 4, 2007, ASE Test and ASE Inc entered into a scheme implementation agreement under which ASE Inc would acquire the ASE Test shares held by minority shareholders for US$14.78 per share. The total acquisition value is approximately US$784 million and will be financed through bank loans. The transaction is subject to approval by a majority of the minority shareholders of ASE Test and other customary conditions. ASE Inc is one of the world’s largest independent providers of semiconductor packaging services, including advanced leadframe-based, substrate-based and other advanced packaging services. ASE Test is one of the world’s largest independent providers of semiconductor testing services, including front-end engineering test, wafer probe and final test services.

Sullivan & Cromwell has represented Goldman Sachs and Ethos Private Equity as members of the consortium acquiring Gold Reef Resorts Limited (South Africa) for approximately US$1.37 billion.

Sullivan & Cromwell LLP is representing RBC Centura Banks Inc, the US banking arm of Royal Bank of Canada, in its acquisition of Alabama National BanCorporation for approximately US$1.6 billion.

Venture Law and White & Case have represented Citigroup and UBS AG as joint lead underwriters in the S$482.6 million (US$318 million) Regulation S initial public offering of 288,865,000 units of Parkway Life Real Estate Investment Trust listed on the Singapore exchange.

White & Case has represented DBS Bank Ltd as arranger and subscriber for US$33 million senior secured notes due in 2010 with up to US$3 million increased demand option issued by Metropolis Finance Ltd and guaranteed by PT Intermustika Mutiara and PT Cozmo Internasional. The proceeds of the notes are to be used in connection with the completion of a luxury condominium development in Jakarta, Indonesia. HSBC Limited acted as trustee and account bank and Grant Thornton acted as transaction administrator in a structured deal with highly tailored cashflows.

White & Case has represented General Electric Company (GE) in the disposal of 100 percent of the issued shares of GE Plastics Hong Kong to Saudi Basic Industries Corporation (SABIC) for US$412.3 million as part of SABIC’s acquisition of GE’s plastics division worldwide.

White & Case has represented MBK Public Company Limited in connection with the issuance of debentures by MBK Plc, to which Thanachart Securities Plc will act as arranger.

White & Case has advised PT Medco E&P Nunakan, a subsidiary of PT Medco Energi Internasional Tbk, Indonesia’s largest listed independent exploration and production company, in relation to the farm-out of a 60 percent participating interest in the Nunakan Production Sharing Contract to a subsidiary of Anadarko Petroleum Corporation.

White & Case has advised PT Medco Energi Internasional Tbk, Indonesia’s largest listed independent exploration and production company, in connection with the sale of a 21 percent participating interest in the Simenggaris Production Sharing Contact to UK-listed Salamander Energy.

White & Case LLP has represented Saudi Arabian Oil Company (Saudi Aramco) and Saudi Aramco Sino Company Limited (SASCO), a subsidiary of Aramco Overseas Company BV (AOC), in connection with the approximately 30 billion renminbi (US$4 billion) funding to Fujian Refining Petrochemical Company Limited, a joint venture company owned by Fujian Petrochemical Company Limited (FPCL) (50 percent), Saudi Aramco Sino Company Limited (25 percent) and ExxonMobil China Petroleum and Petrochemical Company Limited (25 percent). The financing, provided by a group of 11 Chinese banks and Sinopec’s finance arm, will be used to expand the existing refinery in Quanzhou, Fujian Province, China from 80,000 barrels-per-day (four million tons-per-year) to 240,000 barrels-per-day (12 million tons-per-year), with significant product upgrading capability. The upgraded refinery will refine and process sour Arabian crude oil. In addition, the project involves construction of a new 800,000 tons-per-year ethylene steam cracker, an 800,000 tons-per-year polyethylene unit, a 400,000 tons-per-year polypropylene unit, and a new 700,000 ton-per-year paraxylene unit. The project will be the largest world-class integrated refining and chemicals complex in China and represents the largest ever project financing for a Sino-foreign joint venture in China.

White & Case has represented Saudi Aramco and SASCO in connection with the related Fujian Fuels Marketing Joint Venture Project, which is owned by Sinopec (55 percent), Saudi Aramco Sino Company Limited (22.5 percent) and ExxonMobil China Petroleum and Petrochemical Company Limited (22.5 percent). The Marketing Joint Venture will manage and operate approximately 750 service stations and a network of terminals in Fujian province. The 1.8 billion renminbi term loan and 500 million renminbi working capital loan financing for the Marketing Joint Venture Project was signed on September 5, 2007 with China Construction Bank and Industrial and Commercial Bank of China Limited.

WongPartnership has acted for Ascendas Pte Ltd in the establishment of a S$1 billion multicurrency medium term note programme jointly arranged by DBS Bank and Citicorp Investment Bank (Singapore) Limited.