The rise of Asian economic superpowers continued in 2007, marking a busy year for legal professionals. In recognition of the outstanding work of law firms in the region, Asian-Counsel fetes the top Asia- Pacific deals in our annual special feature. The strength of the legal marketplace was well reflected in the large number of submissions we received in our search for the year’s best deals. Hundreds of deals from dozens of firms ranging from Australia, China, India, Indonesia, Hong Kong, Japan, Malaysia, the Middle East, Singapore, South Korea, Thailand and Vietnam all threw their hats into the ring this year, making competition fiercer than ever. Winning deals were selected based on their size, complexity and uniqueness, and are listed chronologically by date of completion. Within the deals themselves, firms are listed alphabetically. Additionally, honourable mentions were allotted to those deals which while not making the final cut were of an exceptional nature. Congratulations to all the firms involved in our Deals of the Year 2007! Deals of the Year 2007
Transcript
The rise of Asian economic superpowers continued in 2007, marking a busy year for legal professionals. In recognition of the outstanding work of law firms in the region, Asian-Counsel fetes the top Asia-Pacific deals in our annual special feature.
The strength of the legal marketplace was well reflected in the large number of submissions we received in our search for the year’s best deals. Hundreds of deals from dozens of firms ranging from Australia, China, India, Indonesia, Hong Kong, Japan, Malaysia, the Middle East, Singapore, South Korea, Thailand and Vietnam all threw their hats into the ring this year, making competition fiercer than ever.
Winning deals were selected based on their size, complexity and uniqueness, and are listed chronologically by date of completion. Within the deals themselves, firms are listed alphabetically. Additionally, honourable mentions were allotted to those deals which while not making the final cut were of an exceptional nature.
Congratulations to all the firms involved in our Deals of the Year 2007!
the firmsCommerce & Finance Law Offices (legal advisors to the underwriters as to PRC law); Freshfields Bruckhaus Deringer (legal advisor to CICC, CITIC Securities, Citigroup, HSBC and Lehman Brothers as to Hong Kong and US law); King & Wood (legal advisors to CITIC Bank as to PRC law); Skadden, Arps, Slate, Meagher & Flom (legal advisors to CITIC Bank as to Hong Kong and US law)
The deal represents only the second ever simultaneous A+H share dual listing on the Hong Kong and
Shanghai Stock Exchanges, and the largest ever A-share offering in terms of total public subscription. Importantly, the deal marks an offer of a Chinese-funded company with the lowest price-sensitivity to order price during the IPO process, and represents the second largest public offering in Hong Kong of a Chinese-funded bank. Shares of China CITIC Bank, the seventh-largest bank in China based on assets, doubled on the first day of trading.
Corporate Debt Restructuring of Mycom Berhad and Olympia Industries Berhad
Reliance Communications Ltd – JP Morgan US$1 billion convertible bond
inDian conVertible bonD offering
Deal value: uS$1 billionpractice areas: banking and finance
the firmsAmarchand Mangaldas & Suresh A. Shroff (as advisor to the joint lead managers as to Indian law); Allen & Gledhill (as Singapore listing agent); Linklaters (as advi-sor to the trustee as to English law)
This transaction represented the largest Indian convert-ible bond offering to date. Proceeds raised by the
Issuer were for capital expenditure reasons. The result was the listing of US$1 billion Zero Coupon Convertible Bonds due in 2012. The Bonds are convertible into Ordinary Shares or Global Depositary Shares representing Ordinary Shares of Reliance Communications Limited.
MARCH 2007
Sinochem Supreme Court Victory
unaniMouS uS SupreMe court VictorY
Deal value: not susceptible for valuationpractice areas: Dispute resolution
the firmJones Day (representing Sinochem International Company Ltd)
In an important dispute involving the jurisdictional rules that apply in US federal courts, the unanimous
finding of the Supreme Court reversed an earlier ruling
requiring that the district court first conclusively establish personal jurisdiction over Sinochem before granting a motion to dismiss on the ground of forum non conven-iens. The decision marks the first time a Chinese com-pany managed to move from the district to Supreme court level, and to gain a victory in doing so. Moreover, of the thousands of plea applications received each year by the Supreme court, only around 20 cases are heard.
The victory may have important consequences in future cases brought in US courts against non-US com-panies having little or no connection to the United States, enabling them to seek prompt dismissals on the grounds of forum non-conveniens, without requiring the federal courts to make a conclusive, oftentimes costly and prolonged, inquiry into jurisdiction.
Privatisation of Tom Online by Tom Group Ltd
priVatiSation
Deal value: HK1.77 billion practice areas: commercial
the firmsAllen & Overy (Hong Kong counsel to target); Appleby (Cayman counsel to bidder); Cleary Gottlieb Steen & Hamilton LLP (US counsel to Goldman Sachs); Freshfields Bruckhaus Deringer (Hong Kong advisors to Goldman, as financial advisers to TOM Group); Linklaters (advisors to Tom Group Ltd); Maples & Calder (Cayman counsel to target); Paul, Weiss, Rifkind, Wharton & Garrison (US counsel to the target Tom Online); Woo, Kwan, Lee & Lo (Hong Kong counsel to bidder)
This deal was made interesting by the fact that the target was incorporated in the Cayman Islands and
had dual listings on the Growth Enterprise Market in Hong Kong and on NASDAQ in the US. Therefore the privatisa-tion was subject to the scrutiny of securities regulators in two jurisdictions and the court in a third jurisdiction. The possible privatisation was a major transaction for the bidder so it had to obtain shareholder consent prior to making the privatisation proposal.
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JANUARY / FEBRUARY 2008 29
Asian-Counsel Deals of the Year
the firmsAlbar & Partners (counsel to the domestic lenders); Jeff Leong Poon & Wong (solicitors for Mycom and Olympia group of companies)
This is one of Malaysia’s biggest corporate debt restructuring schemes for the settlement and repay-
ment of the total aggregate indebtedness of Mycom, Olympia and their groups of companies. The restructur-ing scheme involved conversion of the outstanding loans into shares and various other securities, including the issuance of new ordinary shares, redeemable unse-cured loan stocks, irredeemable convertible bonds and irredeemable unsecured loan stocks to the respective lenders and creditors.
the firmsShin & Kim (counsel to Hynix Semiconductor Inc); Yulchon (counsel to Samsung Electronics Co Ltd)
In the wake of criminal charges by the US Department of Justice, and the sentencing of numerous execu-
tives to jail-time, guilty pleas resounded to the Korea Fair Trade Commission’s (KFTC) allegations of price-
fixing, and applications for leniency soon followed. Yet after a review of the relevant materials, the KFTC closed the case alleging price fixing by four global DRAM manufacturers (Micron Technology, Inc., Infineon Technologies AG, Samsung, Hynix), citing insufficient evidence. The decision exonerated Hynix Semiconductor Inc. (Hynix) from an approximately US$18.3 million fine that it had been ordered to pay. The case may be regarded as a touchstone in rela-tion to the scope of extraterritorial application of anti-trust law.
MAY 2007
Nikko Cordial-Citigroup
SHare excHange agreeMent
Deal value: uS$15 billion practice areas: Mergers & acquisitions
the firmsMori Hamada & Matsumoto (counsel to Nikko Cordial Corporation); David Polk & Wardwell (for Nikko Cordial in connection with the buyout of its minority shareholders); Paul, Weiss, Rifkind, Wharton & Garrison LLP (legal advisor to bidder); Nishimura & Asahi (legal advisor to bidder); Morrison & Foerster (counsel to the joint financial advisors); Morgan Lewis – TMI (counsel to Citigroup)
The strategic alliance and corresponding acquisition in this deal were conducted in the
middle of the nationwide accounting scandal of Nikko Cordial, a time when the Tokyo Stock Exchange was seriously considering delisting the company’s shares due to the triangular exchange agreement. Since the deal, an amendment to Japanese company law permitting triangular share exchanges became effective. The transaction was the first of its kind for a listed company in Japan, and as a cross-border transaction involving the exchange of shares in a non-Japanese company posed significant tax, account-ing and logistical issues.
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THE FIRM’S ORIGINS: Albar & Partners’ origins can be traced back to 1981, when its founding and currently Managing Partner, Syed Zaid Albar, established the firm under the name of Albar & Co. It is today a medium-sized law firm based in Kuala Lumpur, Malaysia with a partnership size of 12 and over 35 fee earners.
THE FIRM’S PRACTICE AREAS:The firm’s practice covers the whole spectrum of banking & finance and business activities. In particular, the firm has active practice teams in the fields of Banking & Finance, Debt Capital Markets, Islamic Finance, Project Finance and Corporate / Commercial Law services. It has led in the development of innovative financing and debt restructuring solutions for corporations, as well as large lender groups. It is also at the forefront of development in the area of Asset Backed Securitisation and REITs.
We pride ourselves as being one of the nation’s pioneers in the area of Islamic Finance. We have worked with many dif-ferent Syariah advisers from both local and international Islamic financial institutions and have access to some of the leading Islamic practitioners in Malaysia and also the Middle East.
The firm’s Corporate & Commercial practice group is known for its ability to work closely with its clients in their corpo-rate exercises such as Mergers, de-mergers, Restructuring, Takeovers, Acquisitions and Corporate Finance.
The firm also covers a broad area of Banking and Commercial Litigation, which includes Arbitration and Alternative Dispute Resolution. The firm’s Senior Litigation Partner, Datuk N Chandran, is a pre-eminent advocate and arbitrator of exceptional calibre, with over 39 years of active practice at the Bar, and is often instructed as counsel in the nation’s Appellate Courts.
SOME NOTABLE TRANSACTIONS ADVISED BY ALBAR & PARTNERS RECENTLY INCLUDE:
Islamic Debt Securities: acted for Telekom Malaysia Berhad (“TM”), a leading integrated telecommunications com-pany in Malaysia, in relation to the issuance of RM1 billion Sukuk Ijarah by Menara ABS Bhd, which is backed by assets originated from TM. This landmark deal created a significant and unique class of Islamic Debt Securities that incorporated the features of both a fixed income instrument, as well as an investment in a portfolio of high quality property assets;
Islamic Stapled Securities: acted for the issuers, Hijrah Pertama Berhad and TM, in relation to the RM3 billion Islamic Stapled Income Securities issued under the principles of Ijarah. The issuance was the first Syariah-compliant Stapled Income Securities ever structured and issued globally. It is also the first exchange offer of one form of highly structured securities for another in Malaysia;
Islamic REIT: acted for the acquiror, the Al-Hadharah Boustead REIT, acting through its trustee CIMB Trustee Berhad and the acquiror’s principal financial advisers in the world’s first Islamic oil palm plantation-based real estate invest-ment trust. It was the largest Islamic REIT (I-REIT) in Malaysia based on asset value at listing date;
Mergers & Acquisitions: acted for Khazanah Nasional Berhad, the investment holding arm of the Government of Malaysia, in respect of RHB Capital Berhad’s offer to acquire 30% of the total issued and paid-up share capital of RHB Bank for a total purchase consideration of RM3.2 billion from Khazanah;
Asset Backed Securitisation: acted for AmInvestment Bank Berhad as the principal adviser of the Issuers (bank-ruptcy remote special purpose vehicles) in relation to an Asset Backed Securities or Bonds issuance for RM455 million, secured by corporate and retail non-performing or restructured loans of a banking institution.
6th Floor, Faber Imperial Court Tel: +603 2078 5588 Languages: English, Bahasa Malaysia,Jalan Sultan Ismail, Fax: +603 2072 2129 Tamil, Cantonese, Mandarin 50250 Kuala Lumpur Email: [email protected] Malaysia Contact: Number of Lawyers: 35 Syed Zaid Albar, Managing Partner
respect to due diligence by bidders); Linklaters (Hong Kong advisors to Vodafone); Paul, Weiss, Rifkind, Wharton & Garrison (advisors to the sellers HTIL); Thalwar Thakore and Associates (Indian law advisors to Vodafone); Trilegal (Indian law advisors to Vodafone)
The transaction represents the largest foreign invest-ment in India ever, and one of the largest ever Indian
M&A transactions. It involved a number of complex struc-turing issues relating to pre-emption rights, Indian tax and Indian foreign investment approvals. With the stake in Hutchison Essar being a widely sought after asset, and the informal auction process drawing bids from a number of international and domestic telecom companies, there was need to run simultaneous, cross-border, time constrained processes requiring seamless planning and execution.
YPG Capital Agreement – NZ$175 PIK Facility Agreement
leVerageD acQuiSition of YelloW pageS group ltD
Deal value: nZ$175 millionpractice areas: banking and finance
the firmsAllens Arthur Robinson (as general legal counsel to the Sponsors and the borrower with respect to the financing); Baker & Mckenzie (as legal counsel to the sponsors with respect to equity and corporate matters); Buddle Findlay (as legal counsel to the Sponsors and the borrower with respect to New Zealand law); Linklaters (as advisors to Barclays Capital and Barclays Bank); Mayne Wetherell (as legal counsel to the Senior Lenders, the Subordinated Lenders and the PIK Lenders with respect to New Zealand law); Tory’s LLP (as legal counsel to the sponsors with respect to equity and cor-porate matters)
This deal was one of the first LBOs in New Zealand and , given the identity of the target and the deal size,
was very high profile. The target was the subject of an auction involving many of the prominent private equity players in the Asia Pacific LBO market and nearly all the leading LBO banks.
JANUARY / FEBRUARY 2008 31
Asian-Counsel Deals of the Year
Standard Chartered Bank securitisation of a portfolio of residential mortgage loads originated by Standard Chartered First Bank Korea
SecuritiSation
Deal value: uS$1.29 billion practice areas: Structured finance and Securitisation
the firmsOrrick, Herrington & Sutcliffe LLP (advised Standard Chartered Bank as arranger, trustee and swap provider in relation to the issuance of the RMBS); Kim & Chang (advised the arranger as to Korean law); Walkers (advised the arranger as to Cayman law); Lee & Ko (advised the originator as to Korean law)
This deal is the largest securitisation transaction in Asia to date from the largest securitisation originator in
Asia and was completed in 10 weeks. It is also notable that the deal is unwrapped. 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.
Vodafone Acquisition of the Hutchison stake in Hutchison Essar
the firmsFreshfields Bruckhaus Deringer (legal advisors to the sellers HTIL); Khaitan & Co (advisors to the sellers in
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MORGAN LEWIS AD
Makes & Partners is a fully independent Indonesian law firm with more than 20 lawyers, including Jakarta-based foreign lawyers and foreign attorneys who undertake regular and on-call visits to Jakarta.
The Firm strongly believes that solving a legal problem requires more than knowing the law. As a result of this belief, Makes & Partners is reputed for providing innovative and business oriented legal solutions to its clients. The Firm also has the highest rate of closure of deals undertaken (more than 90 percent in 2007) which is evidence of the firm’s commitment to providing timely, efficient and effective legal services.
Makes & Partners has extensive experience in dealing with both national and international clients and handling cross-border transactions. The firm works closely with various leading international law firms in the U.S., U.K., Australia and other Asian countries depending upon the requirements of the transaction or the client.
Our areas of practice include:• Mergers & Acquisitions • Capital Markets & Securities • Real Estate/Property• Telecommunications • Foreign Investment • Privatization• Restructuring • Banking & Finance • Energy & Mining• Bankruptcy • Venture Capital • General Corporate• Infrastructure & • Media, Television & • Anti-Monopoly & Project Finance Broadcasting Competition Law
Morgan, Lewis & Bockius LLP - TMI Associates (Registered Association)
www.morganlewis-tmi.jptoge
ther
Morgan Lewis-TMI is a unique joint venture that offers clients access to the resources of both one of the largest and most respected U.S. law firms and one of the largest and most respected Japanese firms. We provide integrated advice on U.S. and Japanese law issues across all areas of practice.
For more information on Morgan Lewis-TMI, please contact:
The financing featured a PIK Facility, a structurally subor-dinated debt piece, which has become common in the European LBO markets, but is perhaps a first in Asia Pacific. The facility included a ‘cov lite’ feature, with incurrence as opposed to maintenance covenants, following a high yield bond as opposed to a loan format, giving the sponsors more flexibility than a traditional loan format and reflecting the growing bar-gaining power of sponsors as compared to lenders.
JUNE 2007
Acquisition of Allied Domecq by Pernod Ricard S.A.
the firmsFoxMandal (counsel to Fortune Brands Inc); Herbert Smith (undisclosed); Macfarlanes (undisclosed); Jyoti Sagar & Associates (undisclosed); Sycip Salazar Hernandez & Gatmaitan (acted as Philippine counsel to Pernod Ricard S.A.)
The deal represented a two stop acquisition process involving three global spirit companies in an area of
strict regulation. The deal thus involved multiple jurisdic-tions and levels of acquisitions and sales. The acquisition of Allied Domecq will propel Pernod into the number two position behind Diageo PLC as the world's leading spirits and drinks business, while Pernod's portfolio will now be strengthened by the inclusion of several spirit brands, wine assets and the Perrier-Jouet champagne brands.
ICICI Bank Ltd follow on public offering and ADS issue
initial public offering
Deal value: uS$4.34 billionpractice areas: capital Markets
the firmsAmarchand & Mangaldas & Suresh A. Shroff & Co (acted as Indian legal counsel to ICICI Bank Limited); Davis Polk & Wardwell (advised ICICI Bank Limited); Khaitan & Co (acted as domestic legal counsel to the Underwriters); Latham & Watkins (represented the underwriters of the transaction)
The equity offering consisted of two concurrent offerings - an Indian domestic public offering of
ICICI Bank’s equity shares in India as well as certain offshore jurisdictions of US$2.46 billion and a SEC reg-istered public offering of ICICI Bank's American Depositary Shares of US$2.46 billion in the U.S. Each American Depositary Share represented two equity shares. This represents the largest equity offering by an Indian company to date.
ICICI has stated it intends to use the proceeds to bol-ster its rapidly growing consumer credit business and expand into underserved rural areas, where about 60 per-cent of the population lives, using an innovative system based on smart cards through which customers will be able to do their banking with local shopkeepers and offices of nonprofit organizations.
Initial public offering of 175 million equity shares of DLF Ltd
initial public offering
Deal value: uS$2.3 billionpractice areas: capital Markets (equity)
the firmsAZB & Partners (Indian advisors to the Issuer); Linklaters (International counsel to the Underwriters and advisors on US law); Luthra & Luthra Law Offices (Indian legal advisors to the underwriters); White & Case LLP (US law advisors to the Issuer)
DLF is the largest estate development company in India, and its IPO is the largest IPO by an Indian
company to date. The overall book was more than 3 times oversubscribed, with a significant amount of demand coming from international institutional
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32 ASIAN-COUNSEL
APPLEBY AD
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Asian Counsel Deals of the Year 2007
Mirant Asia Pacific Limited sale to The Tokyo Electric Power Company/Marubeni Consortium Privatisation of Tom Online Inc. Project L � Demerger of the Parkson Retail Groups Wal-Mart Stores Inc.�s acquisition of Trust-Mart (Honourable Mention)
Appleby is a leading provider of offshore legal, fiduciary and administration services with a major presencein five of the world's leading offshore business centres.
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the firmsAllen & Overy (counsel for mandated lead arrangers); Appleby (Bermuda counsel to Mirant Corporation); Latham & Watkins (represented the Tokyo Electric Power Company); Paul Hastings Janofsky & Walker LLP (represented the Tokyo Electric Power Company, Inc); Puno & Puno (Philippine counsel to buyers); Sycip Salazar Hernandez & Gatmaitan (Philippine counsel to Mirant Corporation); Skadden Arps Meagher Slate & Flom (New York counsel to Mirant Corporation)
This transaction is one of the biggest purchase and sale transaction involving Philippine assets and
was successfully completed notwithstanding various challenges to completion, including a claim by the Philippine government that its consent was necessary to complete the purchase and sale. The deal was challeng-ing in terms of the multiple jurisdictions and parties involved, the complex structure of the Mirant company itself, and an expedited signing schedule, with only 17 days between bid submission and signing.
Project Soil: Abraaj Capital’s acquisition of Egyptian Fertiliser Company
the firmsClifford Chance (advisor to Abraaj Capital on the acquisi-tion); Allen & Overy (advisors to Morningtide Invest Ltd); Macfarlanes (advisors to Abraaj Capital on the terms of financing); Ibrachy Law Firm (advisors to Abraaj Capital on Egyptian law issues); Shalakany Law Firm (advisors to the vendors on Egyptian law issues) Freshfields Bruckhaus Deringer (advisors to Dubai Investment Group)
This deal is a terrific example of a Western private equity model being tailored for the Middle East
market. With a purchase price of US1.14 billion, this is the
JANUARY / FEBRUARY 2008 35
Asian-Counsel Deals of the Year
investors. Foreign investors are heavily restricted from investing in Indian real estate, and the DLF IPO offered an opportunity to participate in one of the fastest grow-ing sectors of the Indian economy. The transaction involved complex regulatory issues, including address-ing evolving Indian law disclosure requirements for real estate companies.
The transaction was particularly notable because the Indian regulator used this transaction as a benchmark for disclosure by the sector, the deal was brought to market in volatile conditions, and took about 18 months overall to complete.
Khazanah Nasional Berhad issue of US$850 million sukuk
SHariaH-coMpliant excHangeable truSt certificateS
Deal value: uS$850 million practice areas: capital Markets
the firmsClifford Chance (issuer of bonds); Linklaters (undis-closed); Kadir Andri & Partners (issuer of bonds); Adnan Sundra & Low (acted as Malaysian counsel for the underwriters)
The deal represents the largest ever exchangeable or convertible issue out of Malaysia and only the second
Shariah-compliant exchangeable by an Asian issuer.
Maxis Communications
priVatiSation
Deal value: uS$11.7 billion practice areas: leveraged finance practice/lbo
the firmsPaul, Hastings, Janofsky & Walker LLP (legal counsel to the Joint Coordinating Arrangers (International)); Chooi & Company (legal counsel to the Joint Coordinating Arrangers (Malaysia)); AZB & Partners (legal counsel to the Joint
Coordinating Arrangers (India)); Van Eps Kunneman VanDoorne (legal counsel to the Joint Coordinating Arrangers (Netherlands Antilles)); Baker & McKenzie (legal counsel to the Sponsor (International)); Albar & Partners (legal counsel to the Sponsor (Malaysia))
A ground breaking and sophisticated LBO transac-tion, with a wide range of complex issues to tackle,
including the Malaysian regulatory hurdles such as obtaining Central Bank approval for the financing struc-ture, Foreign Exchange approval and Stock Exchange approval. The deal represents South East Asia’s largest privatisation as well as the largest privatisation in Malaysian history. Outside Japan, it is one of the largest leveraged buyouts to be completed in Asia, and was a significant milestone in that the deal involved no foreign private equity. It is thought that the transaction is likely to serve as a template for future transactions where family-controlled publicly listed companies in Asia become private.
Mirant sale of Philippine business (held through Mirant Asia Pacific Ltd) to The Tokyo Electric Power Company/Marubeni Consortium
Mirant Sale of pHilippine buSineSS
Deal value: uS$3.73 billionpractice areas: Mergers and acquisitions
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Soemadipradja & Taher (S&T) is a leading Indonesian law firm which provides comprehensive legal services in all major practice areas, including banking and finance, capital markets, corporate and commercial, dispute resolution and litigation, energy and natural resources, environment, intellectual property and mergers and acquisitions.
Through the collective expertise of our partners, attorneys and senior foreign counsel, extensive experience in representing corporate clients, and an ability to think creatively, S&T assists local, foreign and multinational clients achieve their business objectives in Indonesia.
S&T has a professional affiliation with Freehills, one of the leading law firms in Australia, which has international reach across every continent in the world. S&T works in partnership with Freehills, to offer to clients a unique blend of local market knowledge and international resources.
S&T and Freehills are proud to receive recognition in the Asian-Counsel Deals of the Year 2007 for Tata Power’s acquisition of PT Kaltim Prima Coal and PT Arutmin Indonesia which was a groundbreaking deal and one of the first of its kind in Indonesia. This recognition reflects our depth of understanding of the legal framework and demonstrates our commitment to our clients’ success.
largest private equity transaction to date in the Middle East and North Africa. The transaction was between an experienced private equity buyer and seller, and was as such conducted to a level of sophistication uncommon for the region. A large-scale due diligence exercise was con-ducted, involving legal, accounting, insurance and techni-cal/environmental consultants and the purchaser’s lenders, all on the ground at the Egyptian plant.
The target being listed on the Cairo and Alexander Stock exchange, the purchaser had to obtain a waiver from the requirement to undertake a public bidding process. The deal also involved consideration of a number of complex struc-turing issues relating to the investors who were rolling over their investment and in relation to the future merger of the target and the acquisition vehicle required by the lenders.
ST Tele Media (Laos, Thailand and Cambodia)
priVate eQuitY
Deal value: uS$200 millionpractice areas: foreign Direct investments
the firmsDFDL Mekong (advisor to Singapore Technologies Telemedia Pte Ltd); Wong Partnership LLP (acted for Asia Mobile Holdings Pte Ltd)
The first major multi jurisdiction telecommunication sale in the Mekong Region, this deal required a three
jurisdiction due diligence check. DFDL Mekong served as Thai, Lao and Cambodian legal counsel to Singapore Technologies Telemedia Pte Ltd on its USD 200 Million acquisition, through its subsidiary, Asia Mobile Holdings Pte Ltd, of a 49 percent stake in Shenington Investments Pte from Shin Satellite PCL.
JULY 2007
Project Trio
SecuritiSation Deal value: not susceptible for valuation practice areas: litigation – arbitration
the firmsFJ & G DeSaram (represented P & O Netherlands, BV, in the legal proceedings instituted in Sri Lanka to obtain Interim Injunctive reliefs); Jyoti Sagar Associates (advised P&O Netherlands B.V./Dubai Ports World on Sri Lankan shareholder agreement, Sri Lankan injunction proceedings and the international arbitration in London); JSA Law Dubai (advised on the international arbitration in London); Holman Fenwick & Willan (undisclosed); Nithya Partners (undisclosed); Liedekerke Wolters Waelbroeck Kirkpatrick (undisclosed)
With multipronged proceedings in two distinct for-eign jurisdictions being coordinated in India, and
the handling of London arbitration without engagement of local solicitors, the complexity of the deal required an innovative and sophisticated approach. The eventual set-tlement was also related to the path-breaking refusal of the United States to permit a Dubai company to operate in US ports due to security concerns.
C7 litigation
paY teleViSion rigHtS/auStralian anti-truSt regiMe
Deal value: a$200 million practice areas: Dispute resolution/Media and entertainment
the firmsMallesons Stephen Jacques (acted for Telstra and some of its subsidiaries); Allens Arthur Robinson (acted for News Limited, FOXTEL and Premier Media); Freehills
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MAPLES & CALDER AD
JANUARY / FEBRUARY 2008 39
Asian-Counsel Deals of the Year
(acted for Seven Network Limited.); Gilbert + Tobin (represented Publishing and Broadcasting Limited and Nine Network Australia Pty Limited); Chang Pistilli & Simmons (acted for Optus); Blake Dawson Waldron undisclosed; Browne & Co (undisclosed); Sparke Helmore (undisclosed); Kennedys (undisclosed); TressCox Lawyers (undisclosed)
The claim principally concerned whether arrangements relating to pay television rights had either the purpose
or effect of substantially reducing competition in relevant markets. It was alleged that Telstra and its partners, along with various other market participants had engaged in con-duct involving a number of breaches of the Trade Practices Act, using anti-competitive tactics to effectively force C7, a supplier of a pay television sports channel, out of business.
The proceedings were arguably unprecedented in their scale and in the variety of novel and complex issues raised by the applicants’ claim. Previously untested aspects of the Trade Practices Act were put in issue and world renowned expert witnesses called to give evidence. In order to manage the volume of documents of discovery, innovative use of dispute resolution technology through the establish-ment of an electronic courtroom was required. It was the longest civil trial in recent Australian history - with 120 days of hearings over more than 12 months.
AUGUST 2007
IPO & global offering of Boart Longyear Ltd
DeMergering
Deal value: au$2.3 billionpractice areas: capital Markets (equity)
the firmsAllens Arthur Robinson (Hong Kong); Baker & McKenzie (British Virgin Islands); Blake Dawson (PRC)
This deal represented one of the largest IPOs in Australian History. Boart Longyear Limited is the
world’s leading integrated drilling services provider and
products manufacturer for the minerals industry with a substantial presence in the Environmental & Infrastructure and Energy industries.
Public offering of 3.95 billion shares in PT Bank Negara Indonesia (Persero) Tbk. (BNI)
initial public offering
Deal value: uS$885 millionpractice areas: equity
the firmsBaker & McKenzie (advisors to the bank and the selling shareholder as to US law); Hadiputranto Hadinoto & Partners (advisors to the bank and the selling shareholder as to Indonesian law); Makes & Partners (advisors to the joint managers as to Indonesian Law); Sidley Austin (advisors to the joint managers as to U.S. Law)
This transaction raised US$885 million and was the third largest equity offering ever from Indonesia and
the largest since 1994. PT Bank Negara Indonesia (Persero) Tbk is a state-owned bank and is the country’s third largest lender. Shares were listed on the Jakarta and Surabaya Stock Exchanges. It was reported in the press that this transaction represented an important part of the Republic of Indonesia's privatization program by contributing sig-nificantly in reducing the annual budget deficit.
Saudi Basic Industries Corporation acquisition of GE Plastics
the firmsShearman & Sterling (global lead counsel for SABIC); Drew & Napier (Asia-Pacific coordinating counsel for SABIC instructing all of SABIC’s Asia-Pacific counsel
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38 ASIAN-COUNSEL
and SABIC’s Singapore counsel); Van Bael & Bellis (undisclosed); Freehills (SABIC Australia counsel); Estudio Beccar Varela (undisclosed); McMillan Binch Mendelson (undisclosed); Mori Hamada & Matsumoto (undisclosed); Debrauw Blackstone Westbroek (undis-closed); Baker & McKenzie (GE Argentina counsel, Netherlands counsel); White & Case (representing GE in the disposal of issued shares in Hong Kong); Mallesons Stephen Jaques (GE Australia counsel); Loyens (GE Belgium counsel); Hannes Snellman (GE Finland coun-sel); Herbert Smith (SABIC Thailand counsel); Weil, Gotshal & Manges (global lead counsel for GE); Dorda Brugger & Jordis (undisclosed); Qays H. Zu’bi (undis-closed); Goodmans (undisclosed); Claro Y Sia (undis-closed); Haiwen & Partners (undisclosed); Fangda & Partners (undisclosed); Brigard & Urrutia (undis-closed); Kocian Solc Balastik (undisclosed); Gorrissen Federspiel Kierkgaard Ltd (undisclosed); Johnson Stokes & Master (Counsel for SABIC in closing of acquisitions in Hong Kong); Szecskay Ugyvedi Iroda; AZB & Partners (SABIC India counsel); Tsar & Tsai Law Firm (undisclosed); Kim & Chang (SABIC Korea
counsel); Lee & Ko (GE Korea counsel); Zaid Ibrahim & Co (GE Malaysian counsel); Lee Ong & Kandiah (SABIC Malaysia counsel); Allen & Gledhill LLP (GE Singapore counsel); Amarchand Mangaldas & Suresh A. Shroff (GE India counsel); Tilleke & Gibbins (GE Thailand counsel)
The US11.6 billion acquisition of General Electric’s world-wide plastics business by Saudi Basic Industries
Corporation involved more than 90 leading lawyers over a course of six months where turbulence in the global credit
Szecskay Attorneys at Law is a progressive business law firm, recognized as one of the top legal advisers in Hungary, providing innovative solutions to a diverse multinational and local client base, typically large and medium-sized busi-nesses from Hungary and abroad, representing a full spectrum of industry, trade, and services.
The Firm brings a wealth of knowledge and experience to bear for its clients, and is represented by a group of proactive international attorneys, who value and are committed to achieving results. The Firm has developed strategic relationships with other key professionals to provide a full range of services in an ever expanding and complex business environment. Cross-border legal services are provided through international networking channels in cooperation with highly reputed correspondent firms.
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40 ASIAN-COUNSEL
MOFO AD
markets prevailed. SABIC is the largest public company in the Middle East, and the acquisition of GE Plastic involved acquisition of more than 50 subsidiaries in over 30 countries.
SEPTEMBER 2007
Fujian Refining & Petrochemical Company Ltd (FREP) financing
Sino-foreign Joint Venture in cHina
Deal value: uS$6 billionpractice areas: practice Development and finance
the firmsKing & Wood (as Chinese legal counsel to the sponsors group); Latham & Watkins (advised the sponsors Sinopec Corporation and Exxon Mobil); Shearman & Sterling (advised the lender group); White & Case LLP (advised Saudi Aramco and Saudi Aramco Sino Company Ltd (SASCO)
The Fuijian complex will be the first fully integrated refinery and petrochemicals project involving a Sino-
foreign joint venture, and the largest project financing to date for a Sino-foreign joint venture. The financing was provided by twelve major Chinese banks comprising RMB/USD term Loan Facilities, RMB/USD revolving loan facility and RMB/USD Standby Debt Facility.
Project L – Demerger of the Parkson Retail Groups interests in Malaysia, Hong Kong, China and Vietnam
the firmsAppleby (British Virgin Islands); Hastings & Co (Hong Kong); Jingtian & Goncheng (PRC); Lexcorp Abogados (Mexico); Maples and Calder (Cayman Islands); Ramdas & Wong (Singapore); Raslan Loong (advisors to Lion Corporation Berhad); Russin & Vecchi (Taiwan); Tra & Associates (Vietnam); Von Meiss Blum & Partners (Switzerland); Weil Gotshal & Manges LLP (USA)
The deal represented a major multi-step restructur-ing cum M&A and capital markets exercise across
11 jurisdictions. Project L managed to streamline the structure of the Lion Group and to unlock the value of its investment in the Parkson retail business to undertake steel-related projects on behalf of Lion Corp Bhd without sparking off concerns from minority shareholders.
OCTOBER 2007
ICBC acquisition of strategic interest in Standard Chartered Group Ltd
foreign Direct inVeStMent
Deal value: uS$5.5 billionpractice areas: banking and finance
the firmLinklaters (advisor to ICBC)
In this landmark acquisition of strategic interest in South Africa’s Standard Bank Group, ICBC, China’s leading
domestic commercial bank made the largest outbound foreign direct investment by any Chinese company to date. It is the first significant Chinese investment into a South African financial institution.
The acquisition involved an interconditional scheme of arrangement in respect of half the stake to be acquired and a subscription for new shares in respect of the remainder. In addition, the two banks have entered into a relationship
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42 ASIAN-COUNSEL JANUARY / FEBRUARY 2008 43
Asian-Counsel Deals of the Year
agreement that will provide a framework for strategic co-operation in Africa, China and the rest of the world.
Acquisition of Dongah Construction company by Prime-Trident Consortium
the firmYoon Yang Kim Shin & Yu (legal advisor to Prime-Trident)
Before this transaction, the sale of a bankrupt company in Korea was done after the bankruptcy procedure
was initiated, at the initiative of a bankruptcy court and a court-appointed receiver. In this transaction however, the M&A was achieved with the initiative of the creditors before any proceedings had been initiated. The deal is the first of its kind in Korea, marking a promising develop-ment in the evolution of Korean law in this area.
Veolia Water/ Tianjin Shibei
eQuitY purcHaSe agreeMent anD Joint Venture contract
Deal value: uS$3.9 billion practice areas: projects and energy
the firmGide Loyrette Nouel A.A.R.P.I. (advisors to Veolia Water)
In this deal, Veolia Environnement acquired a 49% equity stake in the Tianjin Shibei Water Company Ltd, giving
them a 30 year concession right to supply drinking water to the three million inhabitants of the Tianjin Shibei and Binhai Districts. The strategic location of this deal is note-worthy as Tianjin is a rapidly growing and important city in Northern China which has recently been chosen by the central government to become the country’s third economic powerhouse after Shenzhen in south China’s Guangdong Province and the Pudong New Area in Shanghai.
NOVEMBER 2007
Fujairah 1 IWPP
eQuitY financing
Deal value: uS$1.5 billion practice areas: Debt/equity financing
the firmsBaker & McKenzie (for the borrower); Hadef Al Dhahiri & Associates (for the sponsor and foreign shareholder); Sherman & Sterling (as local advisor for international lender); Trowers Hamlins (as local advisor for international lender); White & Case LLP (for subsidiary of sponsor)
This was the first ever project of such nature in the Emirate of Fujairah, and required legislating project
specific laws as well as the incorporation of foreign and Abu Dhabi registered companies in the Emirate. Project
42 ASIAN-COUNSEL
VON BAEL & BELLIS AD
specific authorisation had to be negotiated on behalf of the sponsor, negotiations were also entered into to exempt the sponsor from government registration fees, and dual simul-taneous completion achieved. Despite these hurdles, the project was complete in record time, and is one of the fastest IWPP completions both regionally and internationally.
Landmark Court of Appeal decision on Tang Dynasty artefacts claim
the firmsDrew & Napier LLC (for the sellers); Sim & Wong LLC (for the marketing agent)
The case begins with the discovery of a sunken ship wreck in Indonesian waters which contained tens
of thousands of 9th century Tang dynasty artefacts, the oldest from the maritime Silk Road ever found. The cargo was sold to a Singapore buyer for US$32 million, with the sellers subsequently alleging that they had been prevented from obtaining a higher price by the conduct of their marketing agent, who had secretly met with the Singapore buyer and disclosed the seller’s reserve or minimum price.
The German agent brought proceedings against the sellers in Germany for his commission from the sale of the cargo. Nine months later, the sellers started an action in Singapore claiming US$44 million in damages from the agent for breaches of his duty. The question was which court was most suited to deal with this interna-tional dispute. In a landmark decision within the Commonwealth, the Singapore Court of Appeal found in favour of the sellers and confirmed the right of the sellers to sue in Singapore. In doing so, the court redefined the legal rules applied in the Commonwealth for identifying the applicable laws for international and cross-border claims in tort and equity.
ac
About our corporate practice Van Bael & Bellis regularly handles complex transactions and has developed wide-ranging experience acting on behalf of clients on domestic transactions, working in partnership with foreign law firms, or on behalf of clients, on the Belgian aspects of deals that have a cross-border perspective, and managing international transactions including leading teams from law firms around the world.
About Van Bael & BellisVan Bael & Bellis is an independent law firm headquartered in Brussels that advises clients on all aspects of Belgian business law, EU competition law, EU regulatory law as well as EU and international trade law and WTO law. A team of over 60 lawyers from more than 20 countries provides clients with practical legal solutions enabling them to achieve their business goals.
Avenue Louise 165 T +32 (0)2 647 73 50 www.vanbaelbellis.comB-1050 Brussels F +32 (0)2 640 64 99Belgium
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44 ASIAN-COUNSEL JANUARY / FEBRUARY 2008 45
Asian-Counsel Deals of the Year
ORRICK AD
acquisition of the Whyte & Mackay group by united SpiritsFirms involved: Allen & Overy; Berwin Leighton & Paisner LLP; Brodies LLP; Harney Westwood & Riegels; Linklaters; Luthra & Luthra; Maples and Calder; McClure Naismith; McGrigors LLP; Shepherd and Wedderburn LLP; Wadia Ghandy
arysta lifeScience corporation and its shareholders on its sale to ieil Japan co ltdFirms involved: Allen & Overy; Clifford Chance; Freshfields Bruckhaus Deringer; Morgan Lewis & Bockius LLP
bank of beijing ipoFirms involved: DLA Piper; Jun He; King & Wood; Mallesons Stephen Jacques
berlian laju tanker ipo and offshore dual share listing on the Singapore and indonesian Stock exchangesFirms involved: Allen & Gledhill; Linklaters; Makarim & Taira S; Mochtar Karuwin & Komar; Wong Partnership LLP
brunei Methanol projectFirms involved: Ahmad Isa & Partners; Ashurst; Izad & Lee; Linklaters; Lovells Lee & Lee; White & Case LLP
champion reit’s issue of HK765 million 4.4 year convertible bondsFirms involved: Baker & McKenzie; Freshfields Bruckhaus Deringer; Simmons & Simmons
china coSco’s acquisitionFirms involved: Commerce and Finance Law Offices; Paul, Hastings, Janofsky & Walker LLP; Zong Heng Law Firm
citigroup consortium acquisition of uS$3.06 billion 85.6 percent stake in guangdong Development bankFirms involved: Davis Polk & Wardell; Haiwen & Partners; Jones Day; King & Wood; Linklaters; Simpson Thacher & Barlett LLP
commission of inquiry on allegation relating to the Hong Kong institute of educationFirms involved: Boase Cohen Collins; Johnson Stokes & Master; Wilkinson & Grist
cVc asia pacific - paperbox Holdings limited rM745 million lbo of the Malaysian paper and packaging business of genting berhadFirms involved: Paul, Hastings, Janofsky & Walker LLP; Shearn Delamore & Co.
Development of the international finance centre SeoulFirms involved: Barun Law; Evergreen Law Group; Horizon Law Group; Paul, Hastings, Janofsky & Walker; Shin & Kim
Doosan infracore co ltd acquisition of bobcatFirm involved: Paul, Weiss, Rifkind, Wharton & Garrison
icbc takeover of 90 percent stake in bank Halim indonesiaFirm involved: Hadriputro Hadinoto & Partners
ifc Development corporate finance ltd – HK$Firms involved: Harney Westwood & Riegels; Johnson Stokes & Master; Linklaters
Korea resources acquisition of 27.5 percent interest in the ambatovy projectFirm involved: Baker & McKenzie
largest syndicated loan in Japan for citigroup acquisitionFirm involved: Clifford Chance
listing of indochina capital Vietnam Holdings on the lSeFirms involved: DLA Piper; Conyers Dill & Pearman; Freshfields Bruckhaus Deringer; Slaughter & May; YKVN Lawyers
Honourable Mentionsthe following deals from 2007 also deserve mention
Continued on page 46
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listing of the regal reit on the Hong Kong Stock exchangeFirms involved: Allen & Overy; Weil, Gotshal & Manges LLP; Johnson Stokes & Master; Simmons & Simmons
lone Star sale of Korean exchange bank share to HSbcFirms involved: Kim & Chang; Linklaters; Norton Rose
Merger of Wilmar international limited with ppb oil palms berhad, Kuok oils and grains pte ltd and pgeo group Sdn bhdFirms involved: Chiang See Hiang; Skrine; Tay & Partners
Morgan Stanley private equity asia ltdFirms involved: Jones Day; Shin & Kim; Sidley Austin LLP
Sale of principle stake in Dragonair to cathay pacific and joint venture with air china, Swire pacific and citic pacific in cathay pacific, and cnac’s privatisationFirms involved: Baker & McKenzie; Freshfields Bruckhaus Deringer; Linklaters
Spin-off/joint venture of uS, Japan and taiwan port terminals business of Hanjin Shipping co ltdNominating firms: Anderson Mori & Tomotsune; Bae, Kim & Lee LLC; Freehills; Lee & Ko; Pillsbury, Winthrop, Shaw & Pittman; Shearman & Sterling LLP; Tsar & Tsai
Sterlite industries (india) ltd’s listing in the uSFirms involved: Amarchand Mangaldas & Suresh A Shroff & Co; Anderson Mori & Tomotsune; Henry Davis York; Justion Advocaten; Latham & Watkins; Linklaters; S & R Associates; Shearman & Sterling LLP; Stikemen Elliott
