Deals – 31 January 2008

Baker & McKenzie advised Medtronic Inc, the global leader in medical technology and a company which is listed on the New York Stock Exchange, on its strategic investment in Shandong Weigao Group Medical Polymer Company Limited (Weigao), a Hong Kong-listed manufacturer of medical devices and consumables, and the establishment of a distribution joint venture in the PRC. As part of the transaction, Medtronic will subscribe for 80,721,081 new H Shares issued by Weigao and purchase the same number of domestic unlisted shares from the company’s controlling shareholder, Weigao Holding Company Limited, and certain members of management for a total consideration of approximately HK$1.73 billion. Medtronic will also have a 51 percent interest in the distribution joint venture, which will specialize in the sale and distribution of orthopaedic medical device products in the PRC.

Baker & McKenzie acted as US and Hong Kong counsel for ARA Asset Management Limited (ARA) on its initial public offering of 279 million ordinary shares, including a placement to cornerstone investors. The shares were listed on the Singapore Exchange Securities Trading Limited on November 2, 2007. The IPO, which closed on October 31, 2007, consisted of an international placement to institutional investors and a domestic public offering. The deal was valued at approximately US$220 million. The net proceeds from the offering will be used by ARA as seed capital for an Asian investment fund and other property funds, capital for ARA’s sponsorship in new real estate investment trusts by being a strategic investor, and for working capital and general corporate purposes.

Clifford Chance advised Nomura on its acquisition of a 0.9 percent stake in ICICI Financial Services, a subsidiary of ICICI Bank, for approximately USD$100 million. The acquisition was part of an initial 5.9 percent equity placement in ICICI Financial, which was subscribed to by a series of strategic investors including Nomura.

Clifford Chance advised Telefónica Internacional S.A.U., a subsidiary of Telefonica S.A. on its acquisition of 2.22 percent of China Netcom Group Corporation (Hong Kong) Limited (CNC) from four PRC state-owned entities Chinese Academy of Sciences Holdings Corporate, Information Network Centre of State Administration of Radio Film and Television, China Railway Telecommunciation Centre and Shanghai Alliance Capital Holdings Limited. The acquisition is conditional upon the approval of relevant authorities in the PRC. Upon completion, the stake held by the Telefónica Group in CNC will be approximately 7.22 percent.

KhattarWong acted for Boulton Capital Asia as Issue Manager and UOB Kay Hian as Underwriter in the CentraLand Limited (CentraLand) Initial Public Offering. CentraLand will be listed on the Main Board of the Singapore Exchange Securities Trading Limited (SGX-ST) on 1 February 2008. CentraLand will raise S$122.5 million in the IPO by issuing 245 million new shares of par value HK$0.40 at the issue price of S$0.50. Based in the issue price of S$0.50, the market capitalization of CentraLand is S$922 million.

Paul, Hastings, Janofsky & Walker LLP, a leading international law firm, announced today that the firm advised the Tokyo American Club (TAC) on the development and financing of a ¥23 billion project to design and build new club facilities along with the use of TAC land under a fixed term ground lease for the development by Mitsubishi Estate Co., Ltd. of a premier condominium facility adjacent to the TAC club facilities. The project has several unique features, including the participation by Mitsubishi Estate Co., Ltd. in the condominium building, the fixed term lease of a portion of TAC’s land for the condominium, the construction of temporary club facilities in Takanawa pending completion of the permanent new facilities at the existing site in Azabu, and a financing structure providing for a 25 year long-term loan facility of ¥11 billion.

Rajah & Tann LLP is acting for the Dressel-WBG Crisis Centre Investor Association comprising some 7500 investors who had invested the sum of approximately US$395 million with Dressel Investment Limited through its agents in Indonesia, PT Wahana Bersama Globalindo. The monies are believed to have been spirited to various jurisdictions throughout the world, and in particular, Singapore, Hong Kong, Canada, the United States and BVI.

Sullivan & Cromwell LLP represented Citigroup in connection with the issuance of US$12.5 billion of 7 percent Non-Cumulative Convertible Preferred Stock to a number of strategic investors. The Government of Singapore Investment Corporation was the lead investor, and has agreed to purchase US$ 6.88 billion of convertible preferred stock. The securities were structured to achieve Tier 1 capital treatment for bank regulatory purposes as well as ‘Basket D’ equity treatment from the rating agencies. Each of the private investors has agreed to cap ownership at specific levels based on bank regulatory and foreign ownership provisions and other considerations. In addition, none of the investors will have any special governance rights or any role in the management of Citigroup, including no right to designate a member of the board of directors. Citigroup also announced a public offering of US$ 2.9 billion of 6.5 percent Non-Cumulative Convertible Preferred Stock.

Sullivan & Cromwell LLP represented Goldman Sachs, which acted as strategic advisor and exclusive placement agent, in connection with the formation of NBA China, L.P. and the sale of US$253 million participating preferred units in NBA China to The Walt Disney Company, Bank of China Group Investment, Legend Holdings Limited, Li Ka Shing Foundation and China Merchants Investments. NBA China was formed by the National Basketball Association to conduct all of its television, sponsorship, digital media, events and merchandising businesses in the Greater China region.

Watson, Farley & Williams LLP acted for United Arab Chemical Carriers (UACC) in connection with the purchase of eight 45,000 dwt chemical tankers to be built at South Korea’s SLS Shipbuilding. The deal will see the IMO type II tankers delivered between 2011-2012, and includes options for further vessels. The move comes as part of UACC’s bid to develop a fleet of medium- to long-range product tankers to serve the region’s rapidly expanding oil refining and chemical industries. UACC has already taken delivery of its first 2004-built MR product tanker, and has purchased four further vessels in which WFW have also acted for UACC.

Watson, Farley & Williams LLP assisted Sevan Drilling Pte Ltd in the financing of the deepwater drilling rig, ‘Sevan Drillier’, from mandated lead arrangers GE Corporate Finance Bank, GE Capital Corporation and DVB Group Merchant Bank (Asia) Ltd. The ‘Sevan Driller’ is a deep water drilling unit being constructed in Nantong, China using Sevan’s latest innovative technology. A winner of the recent Lloyds Shipping Economist Project Finance Award, the transaction involved a sophisticated deal structure that faced ‘a range of risks’ including its limited recourse nature and the fact that equipment for the rig was sourced from 10 jurisdictions. Sevan Marine ASA is a Norwegian listed company specialising in building, owning and operating floating units for offshore applications. The Company has developed a cylinder shaped platform type, suitable for applications in all offshore environments.