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Representative Deals of 2009 in Asia

The top deals in Asia last year reveal that practicing corporate law in Asia continues to be a lucrative career choice, with the big firms doing billions worth of business in China, Japan and India.

Some of the biggest deals were initial public offerings. Haiwen & Partners represented China State Construction Engineering Company (CSCEC), China’s largest construction company, in a $6 billion IPO on the Shanghai Stock Exchange, the largest A-share IPO since 2007, and the country’s fifth-largest IPO ever.

Morrison & Foerster’s Hong Kong office represented UBS, JPMorgan, and CITIC in a $1.3 billion IPO of China Zhongwang, one of Asia’s biggest manufacturers of extruded aluminum products. The deal made Zhongwang’s chairman into one of China’s richest people.

M&A was again a hot practice area, with Clifford Chance in on top deals between China Minmetals/OzMetals as well as Delta/Buma and Royal Group/Millicom. Davis Polk & Wardwell represented Nikko Cordial Securities in its sale to Sumitomo Mitsui.

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Deal Watch - 2/2/10

Baker & McKenzie has represented Starhill Global REIT, a Singapore publicly listed REIT with S$2 billion prime office and retail assets across Asia, in connection with its January 20, 2010 purchase of the David Jones retail store in the Perth Central Business District in Australia, valued at A$114 million. The deal is the largest property deal in Perth for almost 18 months. Starhill is one of the first large Singaporean REITs to invest in Australia. Partners Roy Melick and David Jones, with partners John Walker, Lewis Apostolou and Tim O’Doherty, led the firm’s team

Watson, Farley & Williams LLP has advised a syndicate of lenders and swap banks led by KASIKORNBANK Public Company Limited, as facility agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd-Bangkok Branch, as security agent, with Bank of Ayudhya Public Company Limited, Export-Import Bank of Thailand and Thanachart Bank Public Company Limited as the other lenders, with a US$250 million financing provided to Precious Shipping Public Company Limited of Thailand. The capital will be used to finance up to 60 percent of the acquisition cost of the bulkers under 10 years of age, which will vary in size between 18,000 dwt and 58,000 dwt and which will be flagged either in Thailand or Singapore. Singapore partner Goh Mei Lin led the advising team.

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Deal Watch - 1/25/10

Kim & Chang has represented IMM Rosegold Private Equity Fund with the KRW 139.6 billion acquisition by Chiron Inc of a 17.03 percent share in Novelis Korea Co Ltd, the Korean subsidiary of worldwide aluminum manufacturer Novelis Inc. Chiron Inc, a special purpose company established by IMM and two other investors, bought the shares from Taihan Electric Wire Co Ltd. Lead partner Do Young Kim headed the firm’s advising team.

Shearman & Sterling is assisting global cosmetics company Shiseido Co Ltd with its plans to acquire leading US-based cosmetics company Bare Escentuals Inc for approximately US$1.7 billion in cash. Through a US subsidiary, Shiseido will offer to purchase all outstanding shares of Bare Escentuals’ common stock for US$18.20 per share, a 40.8 percent premium to Bare Escentuals’ average closing stock price the past three months. Partners Peter Lyons (New York), Ken Lebrun (Tokyo), John Cannon (New York) and Laurence Crouch (Menlo Park) advised.

White & Case LLP has advised Toyota affiliate and major Japanese bearing manufacturer JTEKT Corporation on its approximately US$300 million purchase of the global needle roller bearing business of The Timken Company, a leading global bearing and components manufacturer based in the United States and with operations in 18 countries. Brian Strawn led the firm’s team and was assisted by Tokyo partners Yuji Ogiwara and Michael Shikuma.

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Deal Watch - 12/23/09

Freshfields Bruckhaus Deringer LLP advised Wai Yuen Tong Medicine on a securities exchange partial offer that has increased its share in LeRoi Holdings from 29 percent to 49 percent. The company acquired 1.464 billion shares from the other Leroi Holdings shareholders.

Freshfields represented the underwriters of the US$2.26 billion initial public offering of China Longyuan Power Group. Joint bookrunners Morgan Stanley and UBS led the transaction. Longyuan is China’s largest wind power company.

Freshfields advised Baring Private Equity Asia on its phase 2 investment in Sky Charm Group Limited. Baring purchased a 13 percent equity interest in Sky Charm from Honour Hill Limited, for HK$143 million (US$18.4 million).

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Deal Watch - 12/15/09

DLA Piper has advised full service investment bank Roth Capital Partners LLC as underwriter and sole book runner in connection to the $39.675 million stock offering on NASDAQ by QKL Stores Inc, a leading regional supermarket chain in Northeast China. Partners Rocky Lee and Steven Liu helped advise.

DLA Piper has also represented global investment organizations Morningside China TMT Fund I LP and Intel Capital Corporation, the investment arm of Intel Corporation, with regards to the Series A financing of Phoenix New Media Limited, worth US$25 million. The two companies with Bertelsmann Asia Investments AG have jointly invested US$25 million in Phoenix, which provides a wide range of information including entertainment and news through integrated communication platforms to over 100 million Internet users. Beijing-based partners Rocky Lee and Steven Liu again were involved.

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Deal Watch - 12/06/09

Clifford Chance has assisted on two Hong Kong IPOs, led by partner Amy Lo assisted by Rupert Li:
· China Minsheng Bank did an IPO that raised US$3.9 billion and became listed on the HKSE. The firm advised on Hong Kong and US law aspects of the global offering.
· Chiina Longyuan Power’s IPO was worth about US$2.2 billion, and the firm advised on the Hong Kong and US legal aspects. Continue reading… »

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Deal Watch - 12/02/09

Davis Polk & Wardwell LLP has represented JP Morgan Securities Ltd as sole dealer manager in regards to a cash tender offer by Noble Group Limited to acquire up to approximately US$488 million of its outstanding US$680 million 6.625% senior notes due 2015. The firm’s team was led by Hong Kong-based partner William F. Barron and partner Eugene C. Gregor of the Tokyo office.

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Clifford Chance has assisted NWS Holdings Limited on its sale of a controlling share, valued at HK$1.82 billion, in Taifook Securities Group Limited to Hai Tong (HK) Financial Holdings Limited. The sale will prompt a mandatory general offer for Taifook’s remaining shares under the Hong Kong Takeovers Code. This is thought to be one of the first takeovers by a Mainland securities company of a Hong Kong securities company. Hong Kong partner Cherry Chan led the firm’s advisory team.

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DLA Piper has advised GGV Capital in relation to its US$15 million investment in China’s leading travel search engine, Qunar.com. The funds will used to develop the company’s brand and other market activities. GGV Capital is one of the first venture capital firms to fund start-ups in China. Beijing-based partner Rocky Lee advised.

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Clifford Chance and Latham & Watkins Lead Dubai World Restructuring

Clifford Chance and Latham & Watkins are advising on the restructuring of Dubai World, the state-owned conglomerate responsible for some of the Middle East’s most high- profile projects.  On November 25, The Dubai state asked the creditors of Dubai World for a six-month debt standstill on the company’s liabilities which shocked the credit markets.

According to press reports, the company has been attempting to pay off approximately $60 billion of debt while Deloitte has been appointed to oversee a potential restructuring of the group.

If the creditors approve of the move, then the repayment of a $4 billion bond issued by Dubai World subsidiary Nakheel will be delayed until the end of next May.

Clifford Chance is representing Dubai World, with including Dubai-based corporate partner Simon Clinton and restructuring partner Robin Abraham involved in the advising.  Latham & Watkins led by office head Bryant Edwards is believed to be assisting the Dubai authorities in connection to the standstill.  It has been cited that Allen & Overy is the counsel to some of Dubai World’s senior lenders.

Developments over Dubai’s debt will be closely watched by international investors and restructuring advisers.  This situation has also corroded Dubai’s status as a business center since Dubai World had been expected to meet its debt obligations.

One restructuring lawyer at a leading UK practice commented: “It is interesting that they are looking at protecting the image of Dubai and they go and announce this as the markets shut for [the public holiday] Eid. From a PR point of view, it just looks awful.”

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Deal Watch - 11/18/09

Davis Polk & Wardwell LLP has represented a Goldman Sachs International, The Hong Kong and Shanghai Banking Corporation Limited, JP Morgan Securities Ltd and The Royal Bank of Scotland plc as initial purchasers in regards to Noble Group Limited’s Rule 144A/Reg S global offering worth US$850 million. Hong Kong-based partner William F. Barron and Tokyo-based partner Eugene C. Gregor led the advising team.

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Mallesons Stephen Jaques has assisted AXA Asia Pacific Holdings in connection with the takeover proposal from AMP Limited and AXA SA, the largest shareholder in AXA APH. The deal would have AMP purchase all of the shares in AXA APH with AXA SA acquiring the Asia operations of AXA APH. However, the deal has been deemed inadequate by committee of independent directors. The transaction was led by co-head of M&A Stephen Minns.

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Cleary Gottlieb is representing China Investment Corporation in relation to its US$1.58 billion investment in AES Corporation and a related wind generation joint venture. CIC will obtain 125.5 million shares of AES stock, which is equal to approximately 15 percent equity interest in the company, and can nominate a director to the AES board. CIC also signed a letter of intent to invest US$571 million in the wind generation business of AES for about 35 percent interest. Beijing-based partner Filip Moerman and New York-based partners Richard Lincer and Paul Shim were involved.

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Fried, Frank, Harris, Shriver & Jacobson has aided Stone Group Holdings Limited with its scheme of arrangement and withdrawal of listing from the main board of the Hong Kong Stock Exchange in order to become a private company. The total consideration under the proposal was about US$71 million. The firm also assisted the company on financing aspects. Macquarie Capital (Hong Kong) Limited was the financial adviser and Anglo Chinese Corporate Finance Limited acted as independent financial adviser to the privatization. The firm’s team was led by partner Victoria Lloyd.

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Deal Watch - 11/10/09

Clifford Chance has represented Affinity Equity Partners in one of the private equity buyouts completed in China, its acquisition of a 94.2 percent stake in Beijing Leader & Harvest Electric Technologies Co Ltd, valued at US$200 million.  The stake was acquired through Beijing Leader & Harvest Electric Technologies Co Ltd’s offshore holding company.  The advisory team was led by Beijing-based partner Terence Foo.

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Clifford Chance also assisted Orchard Capital Partners Limited, the Asian management of alternative investment fund Stark Investments, on its purchase of the firm’s Hong Kong and Singapore operations.  This was the first major management buyout of the Asian operations of a major alternative investment fund.  Andrew Whan, head of the firm’s Asian private equity practice, along with James Walker, head of Asian funds, advised on purchase.

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DLA Piper has advised on two IPOs listed on the main board of the Hong Kong Stock Exchange:

· The firm was the Hong Kong and US counsel to Peak Sports Products Co Ltd, a Chinese sportswear company, in regards to its IPO on the HKSE worth HK$1.7 billion. Credit Suisse (Hong Kong) Ltd and CCB International Capital Ltd were the joint sponsors.  Esther Leung, head of capital markets in Hong Kong, and Stephen Peepels, head of US capital markets for Asia) led the team.

· The firm also assisted Macquarie Capital Securities Ltd and China Merchants Securities (HK) Co Ltd as joint sponsors of the IPO by Shenguan Holdings, a Chinese producer of edible sausage casings, valued at HK$1.24 billion.  Partners Jeffrey Mak and Stephen Peepels were the main advisers.

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