Deals – 23 November 2006

Herbert Smith has advised China Paradise Electronics Retail Limited on the voluntary conditional offer by GOME Electrical Appliances Holding Limited to acquire all issued share capital of China Paradise. The cash and securities exchange offer was valued at approximately HK$5.2 billion (US$668 million). The merged group, which is now worth more than HK$19.6 billion (US$2.52 billion), will become the largest home appliances and consumer electronics retailer in the PRC with a network of more than 560 stores nationwide including stores in Beijing and Shanghai. This deal was groundbreaking in that it was the first time two PRC retailers merged through the use of an exchange offer in Hong Kong.

O’Melveny & Myers has advised Novartis Institutes for BioMedical Research, the Research & Development arm of Novartis Group on the establishment of an integrated biomedical R&D centre in Shanghai Zhangjiang Hi-Tech Park, which will become an integral part of the Novartis Group’s global research and development network. The establishment of this US$100 million strategic site will enable further expansion of the strong network of existing R&D alliances that Novartis has in China.

DLA Piper has advised China’s Qihoo Technology Company Ltd, a leading provider of search solutions for internet and mobile platforms, in its Series B financing involving American venture capital giants Highland Capital Partners, Redpoint Ventures, Seqoia Capital, Matrix Partners and IDG Ventures. The total amount of the financing has not been disclosed. Qihoo, founded in September 2005, is a specialised search engine and personalised aggregation portal optimised for user-generated content discovery, aggregating content from news sources, blogs, online communities, bulletin board services, video and photo sites.

Clayton Utz has advised on all aspects of the tender process for the NSW Government’s landmark A$3.6 billion (US$2 billion) RailCorp Rollingstock private-public partnership (PPP) project. The tender process began in May 2004 and culminated in the announcement this month of the Reliance Rail consortium, comprising Downer EDI, AMP Capital, ABN AMRO and Babcock & Brown, as the preferred bidder. The project is the biggest privately financed PPP project being undertaken in Australia and the biggest rollingstock acquisition in the country’s history.

Latham & Watkins LLP has acted as international counsel to the underwriter in connection with the S$355 million (approx US$227 million) initial public offering by Gems TV Holdings Limited. Gems TV, an integrated manufacturer and retailer of gemstones, is the UK’s leading dedicated television home shopping retailer of coloured gemstone jewellery. The shares are listed on the Singapore Stock Exchange.

Allen & Overy has acted for PTT Public Company Limited on the borrowing of a US$300 million club loan with the tenor of seven years, as PTT’s first major club loan in the last five years. The mandated lead arrangers are The Bank of Tokyo-Mitsubishi UFJ Ltd, Sumitomo Mitsui Banking Corporation, Barclays Capital and Mizuho Corporate Bank Ltd. The original lenders include The Bank of Tokyo-Mitsubishi UFJ Ltd (Singapore Branch), Sumitomo Mitsui Banking Corporation (Hong Kong Branch), Barclays Bank PLC and Mizuho Corporate Bank Ltd (Singapore Branch) and the facility agent is The Bank of Tokyo-Mitsubishi UFJ Ltd. PTT will use the loan to finance its investment plans to serve as working capital and/or to refinance its existing debt.