Deals – 25 May 2007

Clayton Utz has advised on the US$408 million acquisition by the world’s largest nickel producer, Russian-based MMC Norilsk Nickel, of the global nickel business of OM Group Inc. Clayton Utz represented MMC Norilsk Nickel as Australian counsel on the transaction. Canadian firm Hogan & Hartson was lead counsel on the deal, which closed on March 1, 2007. MMC Norilsk Nickel is the world’s largest producer of nickel and palladium, and a leading producer of platinum and copper. The acquisition is part of Norilsk Nickel’s strategy to enhance its production capacity and build its international business, including in Australia.

Cleary Gottlieb has represented Indian pharmaceutical firm Wockhardt Limited in its acquisition of Negma Laboratories, a deal that will make Wockhardt Europe’s largest Indian pharma company. The US$265 million all-cash transaction signed on May 2 and closed on May 16. Negma is Wockhardt’s largest acquisition to date and its fifth in Europe. Wockhardt is a global pharmaceutical and biotechnology company with a portfolio of 130 products in Europe. Negma is the fourth largest independent pharmaceutical group in France with 172 patents.

Freshfields Bruckhaus Deringer has acted as airline counsel for Lion Air in the purchase of several new Boeing aircraft. On April 27, 2007, Lion Air took delivery of the first 737-900ER aircraft manufactured by Boeing. To date, Lion Air has ordered 60 737-900ERs valued at over US$3 billion. The aircraft, the newest member of Boeing’s Next-Generation 737 airplane family, increases the capability of the 737 by carrying more passengers and extending its range. HSH Nordbank AG arranged the financing by way of a multi-jurisdictional leasing structure through France.

Freshfields Bruckhaus Deringer has advised State Capital Investment Corporation , the Government of Vietnam holding company, on the sale of a 30 percent strategic interest of Pacific Airlines to the Qantas group. The US$50 million deal was signed on April 26, 2007.

Freshfields Bruckhaus Deringer has advised Prudential Vietnam Assurance Private Limited on its investment in the Greenfeed group. The investment was made through PCA International Funds SPC Vietnam Segregated Profolio (VSPC) (the Singaporean fund of Prudential) which acquired shares of Oriental Ford Holdings Limited (Oriental Ford), a Hong Kong company, which is the holding company of Greenfeed (Thailand) Company Limited and Greenfeed (Vietnam) Company Limited. Monies and shares were transferred on April 27, 2007. The total value of the transaction was US$8.06 million and VSPC now owns a 35.97 percent interest in Oriental Ford.

Freshfields Bruckhaus Deringer has advised Shimao Property Holdings (Shimao) on the US$701 million placing of a total of 305.8 million shares. Shimao plans to use the proceeds to finance new projects which include investments in hotels, retail units and residential apartments. They will also use the funds raised to expand through further acquisitions.

Freshfields Bruckhaus Deringer has advised Li & Fung on its debut US$500 million 10-year Reg-S senior unsecured fixed rated bullet bond. This is Li & Fung’s first dollar bond, rated A-/A3 and managed by Citigroup and HSBC. The proceeds will be used primarily for refinancing existing debt, business development and acquisitions.

Herbert Smith has advised Greentown China Holdings Limited, a leading mainland property developer, on two successful fundraisings which raised approximately HK$4.62 billion (circa US$600 million). On May 14, Greentown completed a top-up placing of 141.5 million shares at HK$16.35 per share, followed by a top-up subscription that raised approximately HK$2.31 billion (approximately US$300 million). The placement represents 10.25 percent of the company’s existing share capital. JP Morgan and UBS were joint bookrunners. Within a week of closing the equity transaction, Herbert Smith again acted for Greentown, this time on its offering of RMB2.31 billion (approximately US$300 million) US dollar-settled zero-coupon convertible bonds, due 2012. The offering, led by UBS and Lehman Brothers as joint bookrunners, launched on May 10, and successfully closed on May 18. The bonds are listed on the Singapore Exchange Securities Trading Limited. The proceeds from the share placement and convertible bonds will be used by the Group to fund further land acquisitions, to finance the development of new projects and for general working capital requirements.

Jones Day has advised Hong Kong listed CITIC Resources Holdings Limited in a US$1 billion global offering of 6.75 percent senior notes issued by its subsidiary, CITIC Resources Finance (2007) Limited, and guaranteed by CITIC Resources. The sale of the seven-year notes, one of the largest ever offerings of high yield notes by an Asian issuer, was managed by Bear Stearns and Morgan Stanley and included offerings in the United States pursuant to Rule 144A and outside the US under Regulation S. Jones Day acted as United States and Hong Kong counsel to the issuer and the guarantor.

Latham & Watkins has represented Credit Suisse and Morgan Stanley as joint bookrunners in connection with Motech Industries’ international offering of 18,000,000 global depositary shares (GDSs) and certain shareholders’ offering of 700,000 GDSs. The offering raised a total of US$218,977,000. Motech Industries Inc is one of the world’s leading manufacturers of photovoltaic cells and is listed on the GreTai Securities Market in Taiwan. Motech Industries Inc is the largest solar cell manufacturer in Taiwan and this offering represented the first Global Depositary Share Offering by a Taiwanese solar company.

Linklaters has advised United Spirits Limited (USL) on its £595 million acquisition of the Whyte & Mackay Group from family trusts associated with Vivian Imerman and Robert Tchenguiz, including advising on the acquisition finance provided by Citibank and ICICI Bank. The deal was announced on May 16, 2007. USL forms part of the UB Group, a Bangalore-based conglomerate. It is the world’s third largest producer of spirits and markets more than 140 brands, the best known of which (outside India) is Kingfisher Lager. Whyte & Mackay is one of the largest producers of Scotch whisky in the world and is Britain’s largest producer of own-label Scotch. The acquisition was funded by two entirely separate bank facilities totalling more than US$1.2 billion: a £325 million leveraged acquisition arranged by ICICI Bank UK plc, to be secured on the assets of the target, Whyte & Mackay; and a US$618 million leveraged loan arranged by Citigroup, secured on the assets of USL which effectively funded USL’s equity component.

Makarim & Taira S has represented Deutsche Bank AG, Hong Kong branch and JP Morgan Securities Ltd, in the offering and issuance of US$125,000,000 Zero Coupon Guaranteed Convertible Bonds due 2012 (Bonds) by BLT Finance BV, an indirect wholly owned subsidiary of PT Berlian Laju Tanker Tbk (BLT). BLT is one of Indonesia’s biggest shipping companies, and the first Indonesian company which has carried out a dual offshore share listing with the Singapore Securities Trading Limited in 2006. BLT also recently issued US$400,000,000 Guaranteed Senior Notes due 2014 by BLT Finance BV. Makarim & Taira S was involved in both their 2006 dual listing and the issue of the Notes. The Bonds were unconditionally and irrevocably guaranteed by BLT. The Bonds are listed with the SGX. The proceeds from the issuance of the Bonds will be used for the repayment of certain existing debts or bank facilities.

Orrick, Herrington & Sutcliffe has been involved in the closing of one of the largest securitisation transactions in Asia to date. The transaction involved the US$1.29 billion securitisation of a portfolio of residential mortgage loans originated by Standard Chartered First Bank Korea (SCFB). Orrick advised Standard Chartered Bank as arranger and swap provider in relation to the issuance of the RMBS, which are listed on the Irish Stock Exchange. Securitisation and the broader field of structured finance are among the fastest growing and evolving sectors in capital markets around the world and financial institutions across Asia have clearly recognized the advantages of more sophisticated debt markets.

O’Melveny & Myers has represented Acorn International Inc (Acorn), a leading integrated multi-platform marketing company in China, in its US$119.4 million initial public offering on the New York Stock Exchange. The offering initially consisted of 7.7 million ADSs at $15.50 per ADS– 6.7 million ADSs offered by Acorn and 1 million offered by selling shareholders. Acorn issued an additional 1 million ADSs following the underwriters’ exercise of their over-allotment option. Acorn will use its proceeds from the offering to enhance its operational platform, develop brands and products, and for other general corporate purposes. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc acted as joint book-running managers.

O’Melveny & Myers has represented Symantec Corp in its partnering with Huawei Technologies Co Ltd to form a new US$300 million joint venture company.

Sidley Austin has advised JP Morgan Securities Limited and ING Bank, London Branch, as initial purchasers in connection with the issuance by Indo Integrated Energy BV of its US$250 million 8.50 percent Senior Notes due 2012. The Notes are guaranteed by the issuer’s parent, PT Indika Inti Energi, a leading Indonesian energy conglomerate with a 46 percent equity interest in the third-largest coal mine in Indonesia. Sidley created a unique structure using customary high-yield covenants to capture the dividend stream from the minority-owned coal asset, which comprised an integral part of the credit.

Sullivan & Cromwell has represented Koninklijke Philips Electronics NV (Philips) as the sole selling shareholder in connection with the SEC-registered offering of 240 million American Depositary Shares (ADRs) of Taiwan Semiconductor Manufacturing Company Limited (TSMC). TSMC is the world’s largest semiconductor foundry, in an SEC-registered secondary offering at a price of US$10.68 per ADS. The total offering size was US$2.56 billion, underwritten by Goldman Sachs and JP Morgan without an overallotment option. The sale of these shares, which represented approximately 4.6 percent of TSMC’s outstanding common stock, reduced Philips’s holdings in TSMC to 8.13 percent.