Deals – 10 July 2008

Baker & McKenzie’s mergers and acquisitions team in Hong Kong recently acted for CNNC Overseas Uranium Holding Ltd on its approximately HK$610 million acquisition of a controlling interest in United Metals Holdings Ltd, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Hong Kong Stock Exchange.

Clifford Chance, Hong Kong office has advised China Oilfield Services Ltd (COSL) on its US$2.5 billion recommended tender offer for Oslo-listed company Awilco Offshore ASA. Listed on the Shanghai and Hong Kong exchanges, COSL is the oilfield services arm of China National Offshore Oil Corp, while Awilco provides and manages offshore oil drilling rigs. The transaction, when completed, will create the world’s eighth-largest oil rig fleet.

Clifford Chance’s Hong Kong office has advised Fushan International in an acquisition of three coal mines in the PRC, at a consideration of HK$10.5 billion. The transaction constitutes a very substantial acquisition and connected transaction of Fushan International under Hong Kong Listing Rules subject to independent shareholders’ approval.

Clifford Chance, Singapore has advised Medco Energi Internasional and Encore International Ltd on the sale of its aggregate 80.6 percent stake in Apexindo Pratama Duta to Mitra Rajasa, an Indonesian listed cement distribution company. The transaction was valued at US$599 million.

DLA Piper has advised NEC Corp in connection with its acquisition of NetCracker Technology Corp. The cross-border M&A transaction involved legal counsel across multiple jurisdictions including the US, UK, Russia, Ukraine and Australia where NetCracker has operations.

DLA Phillips Fox advised Hong Kong Telecommunications Holdings (Malaysia) Pty Ltd on the sale of 100 percent of the issued share capital in Hong Kong Telecommunications Holdings (Australia) Pty Ltd, which trades as Silk Telecom, to Nextgen Networks Pty Ltd.

Fried, Frank, Harris, Shriver & Jacobson LLP represented Merrill Lynch International, ING and BNP Paribas in a dual tranche offering of US$500 million of senior notes issued by a special purpose vehicle of China Merchants Holdings (International) Co Ltd.

Gilbert + Tobin has advised Fonterra on its acquisition of Nestlé Australia Ltd’s yoghurt and dairy dessert business. Under the agreement, Fonterra will acquire Nestlé’s manufacturing facility at Echuca and have the long-term rights to manufacture, market and sell Nestlé’s yoghurt and dairy dessert brands in Australia, alongside its own existing brands.

Khaitan & Co has advised the book running lead managers in relation to Bank of India’s qualified institutional placement of 3,77,72,600 equity shares of Rs 10 each for cash at a price of Rs 360 per equity share, including a share premium of Rs 350 per equity share. This is the first ever Qualified Institutional Placement of a Public Sector Undertaking Bank. The total amount of the placement is US$340 million.

KhattarWong acted for China Fibretech Ltd. in its initial public offering (IPO). The company was listed on the main board of the Singapore Exchange Securities Trading Ltd (the SGX-ST) and raised approximately S$28 million in the IPO.

Latham & Watkins advised Vedanta Resources in its US$1.25 billion dual-tranche bond offering on the Singapore Exchange Securities Trading Ltd (SGX-ST). Consisting of two tranches – a US$500 million offering of 8.75 percent bonds due 2014 and a US$750 million offering of 9.5 percent bonds due 2018, the offering was made under Regulation S and 144A.

Paul, Weiss, Rifkind, Wharton & Garrison has represented Morgan Stanley Real Estate Fund and Morgan Stanley Special Situations Group in their approximate US$770 million investment in Crown Golden Investments Ltd, the parent of a group of companies which engage in high-end resort and residential development projects in the PRC. The investment represents a 30 percent interest in Crown Golden.

Shearman & Sterling LLP represented JPMorgan, Morgan Stanley, Barclays, Citigroup and Deutsche Bank, as the Joint Lead Managers, and Deutsche Bank, as trustee, in connection with Vedanta Resources plc’s US$1.25 billion Rule 144A/ Regulation S bond offering, listed on the Singapore Exchange.

Shearman & Sterling advised the underwriters, Morgan Stanley and Credit Suisse, in connection with the HK$1.74 billion initial public offering and Rule 144A/Regulation S offering by China Shanshui Cement Group Ltd on the Hong Kong Stock Exchange.

Simmons & Simmons has advised the Commercial Bank of Qatar (CBQ) in relation to a US$900 million capital raising. The three stage transaction comprised a private placement of shares amounting to US$33 million; a pre-emptive rights issue amounting to US$175 million; and a rights issue by way of convertible global depositary receipts (GDRs) amounting to US$691 million.

Rajah & Tann LLP is acting as counsel to Hiap Hoe Ltd in a renounceable non-underwritten rights issue of 75,929,272 new ordinary shares in the capital of Hiap Hoe Ltd. The net proceeds from the right issue is estimated to be approximately S$21 million.

Rajah & Tann LLP is acting as counsel to Gaz de France in a joint venture agreement with PowerGas, to build and operate Singapore’s first Liquefied Natural Gas (LNG) terminal, pursuant to which Gaz de France will hold a 30 percent minority interest in a joint venture company. The deal value is up to approximately S$1.6 billion.

Watson, Farley & Williams LLP have advised Coeclerici Compagnie SA in relation to the purchase of a strategic stake in CC Carbon Pte Ltd from Evonik Trading GmbH. The acquisition took place via two separate transactions, which resulted in Coeclerici acquiring an 85 percent interest in CC Carbon, with the remaining 15 percent held by the chief executive of CC Carbon, William Graybeal.

Watson, Farley & Williams LLP has advised United Arab Shipping Co in relation to the signing of a $1.5 billion contract for nine 13,100 teu vessels with Samsung Heavy Industries, the largest containership order to be placed by a Gulf Co-operation Council company.