Deal Watch - 9/9/2010


Posted on September 9, 2010 at 5:09 PM

Shearman & Sterling, led by Hong Kong capital markets partner Matthew Bersani, represented the Aditya Birla Group (ABG) on the two-phased restructuring of its cement business completed on August 26th, 2010. In the first phase, the cement business of Grasim Industries Limited, a part of ABG, was demerged into Samruddhi Cement Limited (SCL), a subsidiary of Grasim. In the second phase, SCL was joined with UltraTech Cement Limited, another ABG entity. Once the restructuring is completed, the cement business will be consolidated in UltraTech.

Clifford Chance has advised private equity fund, L Capital Asia LLC (LCA), on its investment in leading luxury watch and jewelry retailer in the PRC HKSE-listed Emperor Watch & Jewellery Ltd (EWJ). The HK$140 million (US$18m) investment structured through the subscription gives LCA an aggregate interest of 7.46 percent in EWJ. In addition, L Capital Advisors, LCA's fund adviser, has entered an understanding with EWJ to establish a strategic partnership in areas including sales expansion, brand building, advertising and marketing. The deal was led by Beijing partner Terrence Foo.

Clifford Chance, led by Partner Connie Heng, has also advised HSBC, Morgan Stanley, The Royal Bank of Scotland and Standard Chartered Bank, as book runners, on a US$500m bond for Hong Kong telecom company PCCW. PCCW-HKT Capital No 4 Limited issued the five-and-a-half year Reg S 4.25 percent bond which is guaranteed by PCCW wholly-owned subsidiaries HKT Group Holdings Limited and Hong Kong Telecommunications Limited, the main operators in the business. The transaction closed on August 24th and is PCCW's first issue of international debt in five years.

Hogan Lovells, led by Hong Kong banking partner Owen Chan, has advised the mandated lead arrangers and lenders on two bridge finance facilities, worth a combined total of US$1.46b (£950m), to finance the acquisition of Electricité de France Energy plc's (EDF) electricity transmission and distribution network in the UK. A consortium, led by Cheung Kong Infrastructure Holdings Limited (CKI) and Hong Kong Electric Holdings Limited (HK Electric), made a binding offer of US$9b (£5.8b) for all of EDF's ownership in its UK network activities. In exchange, EDF has granted the consortium a period of exclusivity for finalization of the transaction.

Hogan Lovells, led by partners Rika Beppu and Philip Hyde, has also advised Morgan Stanley on aspects of its landmark securities joint venture in Japan with Mitsubishi UFJ Financial Group Inc (MUJF), operational since 1 May 2010. The securities joint venture consists of two companies, Mitsubishi UFJ Morgan Stanley Securities Co Ltd (MUMSS) and Morgan Stanley MUFG Securities Co Ltd (MSMS). MUMSS encompasses the wholesale and retail businesses of Mitsubishi UFJ Securities Co Ltd (MUS) and the investment banking operations of Morgan Stanley Japan Securities Co Ltd (MSJS). They will be 60 percent owned by MUFG and 40 percent owned by Morgan Stanley. MSMS comprises the existing global sales and trading and capital markets businesses of MSJS. MSMS will continue to be under the control of Morgan Stanley, with Morgan Stanley holding a 51 percent voting interest and MUFG a 49 percent voting interest.

K&L Gates LLP's Hong Kong office, led by corporate partner Choo Lye Tan, has advised integrated forest resource and wood products company Samling Global Limited (SGL) on the US$50m joint purchase of 50 million Series A preferred shares of investment holding company Stone Tan Holding Corporation. SGL purchased 20 million shares at US$20 million, nearly 37 percent of Stone Tan's issued share capital and approximately 40 percent of the shares.

Orrick, Herrington & Sutcliffe LLP, led by Partner Dr Xiang Wang, has advised TPK Touch Solutions Inc (TPK), a leading touch display technology and system manufacturer, on the successful defense of one of its key Chinese patents. This patent was involved in a patent invalidation proceeding before China's Patent Re-examination Board (PRB), which issued its final decision on July 21st, 2010. Orrick also helped TPK to successfully prosecute and argue the corresponding key patent application before the Korean Patent Office and obtain the grant of the Korean patent on June 25th, 2010.

Orrick, Herrington & Sutcliffe LLP,led by partners Edwin Luk, Mark Lee and Phoebus Chu in Hong Kong and Hilary Winter in London, has also advised ICBC International Capital Limited (ICBC) and Deutsche Bank AG Hong Kong Branch on the US$179m (HK$1.39 b) IPO by West China Cement Limited (WCC) on the Main Board of the HKSE, with a Rule 144A/Reg S placement to global investors. The company,previously listed on London Stock Exchange's AIM, simultaneously de-listed from the AIM prior to listing in Hong Kong on August 23rd,2010.

Paul, Weiss, Rifkind, Wharton & Garrison, led by corporate partner Jeanette K Chan, is advising Naspers Limited on the completion of a recent sale undertaken by its subsidiary, M-Web Thailand Holdings BV, to New Kingdom Limited, a subsidiary of HKSE-listed Tencent Holdings Limited. Under the transaction, Tencent purchased 49.92 percent of the outstanding share capital of M-Web Holdings Limited from M-Web and assumed from M-Web a 50 percent interest in the aggregate outstanding amounts owed to M-Web. The transaction is valued at approximately US$10.5m.

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