Deal Watch - 7/30/09

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Posted on July 30, 2009 at 8:07 PM


Paul Hastings, Lovells, and China-based firms Haiwen and Partners and Jingtian & Gongcheng acted in 2009's first H-share listing on the Hong Kong Stock Exchange and 2009's second largest Initial Public Offering in Hong Kong.  Beijing Building Materials Group Co., Ltd (BBMG), a stated-owned and managed enterprise group, made a HK$6.8 billion (US$884 million) global offering.  This offering was both a Hong Kong public offer and an international offering, which included a Reg S/144A placement.  The four firms played the following roles:
  • Paul Hastings advised BBMG on US and Kong Law.
  • Haiwen advised BBMG on Chinese law.
  • Lovells gave advice on US and Hong Kong law to UBS AG as the global co-ordinator in BBMG's public offering, and UBS AG, Macquarie and JP Morgan as the joint bookrunners.
  • Jingtian & Gongcheng advised the aforementioned underwriters on Chinese law.
BBMG is one of the top suppliers of building materials in China.  The deal has invoked lots of enthusiasm from investors, and the IPO price-per-share has almost doubled.

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WongPartnership LLP represented Midas Holdings Limited, a manufacturer of building and infrastructure materials, in its placement of 120 million new shares.  This placement is intended to raise gross proceeds of S$90.6 million (US$32.8 million).

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Freshfields Bruckhaus Deringer, Allen & Overy, Hogan & Hartson, Milbank Tweed Hadley & McCloy, Ropes & Gray,  and Paul Hasting are participating in what looks to be China's largest M&A deal this year.  GCL-Poly Energy Holdings, Ltd., a Chinese power company, will acquire 100% equity interest in solar-cell parts manufacturer Jiangsu Zhongmeng Polysilicon Technology Development Co., Ltd., for US$3.4 billion.  The six firms are taking the following roles:

  • Freshfields is representing GCL-Poly.
  • Hogan & Hartson's Gordon Ng is local counsel to GCL-Poly.
  • Milbank's Douglas Tanner is advising Jiangsu Zhongneng.
  • Allen & Overy and Ropes & Gray are advising convertible bondholders in the deal.
  • Paul Hastings' David Wang is advising major shareholders of Jiangsu Zhongneng on selling their shares.
The acquisition is part of GCL-Poly's plan to capitalize on China's climate change efforts.  The deal is set to close next week, though independent shareholders of Jiangsu Zhongneng still need to approve it.

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Davis Polk & Wardell LLP, Simpson Thatcher & Bartlett LLp and Nagashima Ohno & Tsunematsu advised in the global offering of ORIX Corporation, one of Japan's top financial services groups.  The offering was split into an SEC-registered international offering and a domestic offering in Japan, and in the form of ¥83.4 billion (US$891 million) of common stock.  The firms played the following roles:

  • Davis Polk advised ORIX on the tax-related aspects of the offering.
  • Simspson Thacher & Bartlett LLP advised the joint global coordinators, UBS Securities, Japan Ltd., Merrill Lynch Japan Securities, Morgan Stanley and Nikka Citigroup, on US law.
  • Nagashima Ohno & Tsunematsu advised the aformentioned global coordinators on Japanese law.
The general trading company, Mitsui & Co., Ltd, advised ORIX on Japanese law.

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Kim & Chang and Paul Hastings advised in a US$1.8 billion leveraged buyout.  Belgium-based Anheuser-Busch InBev NV/SA sold its 100 percent stake in Oriental Brewery Co., Ltd to funds managed by Kohlnerg Kravis Roberts and Affinity Equity Partners.  The sale includes a call option to 100 percent of Oriental Brewery Co., Ltd, and an earn-out linked to the company's performance.  The firms played the following roles:

  • Paul Hastings advised the lead arrangers and lead managers in the senior financing, valued at US$850 million.  The senior financing team consisted of 16 international and Korean banks.  JP Morgan Chase Bank, Nomura International, HSBC and Standard Charted Bank were the underwriters.
  • Kim & Chang advised Anheuser-Busch InBev NV/SA.
The leveraged buyout is said to be the largest in Asia this year.

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