Deals of the Year 2007

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, , 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! Cover Story Asian-Counsel Deals of the Year

FEBRUARY 2007 requiring that the district court first conclusively establish APRIL 2007 he deal represents only the second ever simultaneous personal jurisdiction over Sinochem before granting a TA+H share dual listing on the Hong Kong and motion to dismiss on the ground of forum non conven- Stock Exchanges, and the largest ever A-share Reliance Communications Ltd – iens. The decision marks the first time a Chinese com- China CITIC Bank IPO offering in terms of total public subscription. Importantly, pany managed to move from the district to Supreme court the deal marks an offer of a Chinese-funded company with JP Morgan US$1 billion convertible level, and to gain a victory in doing so. Moreover, of the the lowest price-sensitivity to order price during the IPO bond thousands of plea applications received each year by the initial public offering process, and represents the second largest public offering Supreme court, only around 20 cases are heard. in Hong Kong of a Chinese-funded bank. Shares of China The victory may have important consequences in Deal value: US$5.95 billion CITIC Bank, the seventh-largest bank in China based on INDIAN CONVERTIBLE BOND OFFERING future cases brought in US courts against non-US com- Practice areas: Corporate; PRC; Commerce & assets, doubled on the first day of trading. panies having little or no connection to the United Finance Deal value: US$1 billion States, enabling them to seek prompt dismissals on the Practice areas: Banking and Finance grounds of forum non-conveniens, without requiring The firms Corporate Debt Restructuring the federal courts to make a conclusive, oftentimes Commerce & Finance Law Offices (legal advisors to The firms costly and prolonged, inquiry into jurisdiction. the underwriters as to PRC law); Freshfields Bruckhaus of Mycom Berhad and Olympia Amarchand Mangaldas & Suresh A. Shroff (as advisor Deringer (legal advisor to CICC, CITIC Securities, Industries Berhad to the joint lead managers as to Indian law); Allen & Citigroup, HSBC and Lehman Brothers as to Hong Gledhill (as Singapore listing agent); (as advi- Privatisation of Tom Online Kong and US law); King & Wood (legal advisors to sor to the trustee as to English law) CITIC Bank as to PRC law); Skadden, Arps, Slate, CORPORATE DEBT RESTRUCTURING by Tom Group Ltd Meagher & Flom (legal advisors to CITIC Bank as to his transaction represented the largest Indian convert- Hong Kong and US law) Deal value: US$300 million Tible bond offering to date. Proceeds raised by the Privatisation Practice areas: Corporate Debt Restructuring Issuer were for capital expenditure reasons. The result was the listing of US$1 billion Zero Coupon Convertible Deal value: HK1.77 billion Bonds due in 2012. The Bonds are convertible into Practice areas: Commercial Ordinary Shares or Global Depositary Shares representing Ordinary Shares of Reliance Communications Limited. The firms Allen & Overy (Hong Kong counsel to target); Appleby (Cayman counsel to bidder); Cleary Gottlieb Steen & MARCH 2007 Hamilton LLP (US counsel to Goldman Sachs); Freshfields Bruckhaus Deringer (Hong Kong advisors to Goldman, as Sinochem Supreme Court Victory financial advisers to TOM Group); Linklaters (advisors to Tom Group Ltd); Maples & Calder (Cayman counsel to target); Paul, Weiss, Rifkind, Wharton & Garrison (US UNANIMOUS US SUPREME COURT VICTORY counsel to the target Tom Online); Woo, Kwan, Lee & Lo (Hong Kong counsel to bidder) Deal value: Not susceptible for valuation Practice areas: Dispute Resolution his deal was made interesting by the fact that the Ttarget was incorporated in the Cayman Islands and The firm had dual listings on the Growth Enterprise Market in Hong Jones Day (representing Sinochem International Kong and on NASDAQ in the US. Therefore the privatisa- Company Ltd) tion was subject to the scrutiny of securities regulators in two jurisdictions and the court in a third jurisdiction. The n an important dispute involving the jurisdictional possible privatisation was a major transaction for the Irules that apply in US federal courts, the unanimous bidder so it had to obtain shareholder consent prior to finding of the Supreme Court reversed an earlier ruling making the privatisation proposal.

26 ASIAN-COUNSEL JANUARY / FEBRUARY 2008 27 Cover Story Asian-Counsel Deals of the Year

The firms fixing, and applications for leniency soon followed. Yet 6th Floor, Faber Imperial Court Tel: +603 2078 5588 Languages: English, Bahasa Malaysia, Albar & Partners (counsel to the domestic lenders); Jeff after a review of the relevant materials, the KFTC Jalan Sultan Ismail, Fax: +603 2072 2129 Tamil, Cantonese, Mandarin Leong Poon & Wong (solicitors for Mycom and Olympia closed the case alleging price fixing by four global 50250 Kuala Lumpur Email: [email protected] group of companies) DRAM manufacturers (Micron Technology, Inc., Malaysia Contact: Number of Lawyers: 35 Syed Zaid Albar, Managing Partner Infineon Technologies AG, Samsung, Hynix), citing his is one of Malaysia’s biggest corporate debt insufficient evidence. The decision exonerated Hynix THE FIRM’S ORIGINS: restructuring schemes for the settlement and repay- Semiconductor Inc. (Hynix) from an approximately T Albar & Partners’ origins can be traced back to 1981, when its founding and currently Managing Partner, Syed Zaid Albar, ment of the total aggregate indebtedness of Mycom, US$18.3 million fine that it had been ordered to established the firm under the name of Albar & Co. It is today a medium-sized law firm based in Kuala Lumpur, Malaysia Olympia and their groups of companies. The restructur- pay. The case may be regarded as a touchstone in rela- with a partnership size of 12 and over 35 fee earners. ing scheme involved conversion of the outstanding tion to the scope of extraterritorial application of anti- loans into shares and various other securities, including trust law. THE FIRM’S PRACTICE AREAS: the issuance of new ordinary shares, redeemable unse- 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 cured loan stocks, irredeemable convertible bonds and MAY 2007 Corporate / Commercial Law services. It has led in the development of innovative financing and debt restructuring irredeemable unsecured loan stocks to the respective solutions for corporations, as well as large lender groups. It is also at the forefront of development in the area of Asset lenders and creditors. Backed Securitisation and REITs.

Nikko Cordial-Citigroup 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. share exchange agreement The firm’s Corporate & Commercial practice group is known for its ability to work closely with its clients in their corpo- Deal value: US$15 billion rate exercises such as Mergers, de-mergers, Restructuring, Takeovers, Acquisitions and Corporate Finance. Practice areas: Mergers & Acquisitions 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 The firms exceptional calibre, with over 39 years of active practice at the Bar, and is often instructed as counsel in the nation’s Mori Hamada & Matsumoto (counsel to Nikko Cordial Appellate Courts. Corporation); David Polk & Wardwell (for Nikko Cordial in connection with the buyout of its minority shareholders); Paul, Weiss, Rifkind, Wharton & SOME NOTABLE TRANSACTIONS ADVISED BY ALBAR & PARTNERS RECENTLY INCLUDE: Garrison LLP (legal advisor to bidder); Nishimura & Asahi (legal advisor to bidder); Morrison & Foerster UÊ 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 Hynix DRAM Price Fixing (counsel to the joint financial advisors); Morgan Lewis assets originated from TM. This landmark deal created a significant and unique class of Islamic Debt Securities that – TMI (counsel to Citigroup) incorporated the features of both a fixed income instrument, as well as an investment in a portfolio of high quality property assets; Price Fixing he strategic alliance and corresponding UÊ Islamic Stapled Securities: acted for the issuers, Hijrah Pertama Berhad and TM, in relation to the RM3 billion Tacquisition in this deal were conducted in the Islamic Stapled Income Securities issued under the principles of Ijarah. The issuance was the first Syariah-compliant Deal value: US$18.3 million middle of the nationwide accounting scandal of 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; Practice areas: Anti-trust Nikko Cordial, a time when the Stock Exchange was seriously considering delisting the company’s UÊ Islamic REIT: acted for the acquiror, the Al-Hadharah Boustead REIT, acting through its trustee CIMB Trustee Berhad The firms shares due to the triangular exchange agreement. and the acquiror’s principal financial advisers in the world’s first Islamic oil palm plantation-based real estate invest- Shin & Kim (counsel to Hynix Semiconductor Inc); Since the deal, an amendment to Japanese company ment trust. It was the largest Islamic REIT (I-REIT) in Malaysia based on asset value at listing date; Yulchon (counsel to Samsung Electronics Co Ltd) law permitting triangular share exchanges became UÊ Mergers & Acquisitions: acted for Khazanah Nasional Berhad, the investment holding arm of the Government of effective. The transaction was the first of its kind for Malaysia, in respect of RHB Capital Berhad’s offer to acquire 30% of the total issued and paid-up share capital of RHB n the wake of criminal charges by the US Department a listed company in Japan, and as a cross-border Bank for a total purchase consideration of RM3.2 billion from Khazanah; of Justice, and the sentencing of numerous execu- transaction involving the exchange of shares in a I UÊ Asset Backed Securitisation: acted for AmInvestment Bank Berhad as the principal adviser of the Issuers (bank- tives to jail-time, guilty pleas resounded to the Korea non-Japanese company posed significant tax, account- ruptcy remote special purpose vehicles) in relation to an Asset Backed Securities or Bonds issuance for RM455 million, Fair Trade Commission’s (KFTC) allegations of price- ing and logistical issues. secured by corporate and retail non-performing or restructured loans of a banking institution.

28 ASIAN-COUNSEL JANUARY / FEBRUARY 2008 29 Cover Story Asian-Counsel Deals of the Year

Standard Chartered Bank his deal is the largest securitisation transaction in Asia Tto date from the largest securitisation originator in securitisation of a portfolio Asia and was completed in 10 weeks. It is also notable that of residential mortgage loads the deal is unwrapped. Securitisation and the broader field of structured finance are among the fastest growing and originated by Standard Chartered Morgan Lewis-TMI is a unique joint venture that offers evolving sectors in capital markets around the world, and clients access to the resources of both one of the First Bank Korea financial institutions across Asia have clearly recognized largest and most respected U.S. law firms and one of the advantages of more-sophisticated debt markets. the largest and most respected Japanese firms. We Securitisation provide integrated advice on U.S. and Japanese law Vodafone Acquisition of the issues across all areas of practice. Deal value: US$1.29 billion For more informationMORGAN on Morgan Lewis-TMI, LEWIS AD Practice areas: Structured Finance and Hutchison stake in Hutchison Essar please contact: Securitisation INDIAN M&A Kunio Namekata The firms P: + 81.3.6438.5503 E: [email protected] Orrick, Herrington & Sutcliffe LLP (advised Standard Deal value: US$11.1 billion Gregory R. Salathé Chartered Bank as arranger, trustee and swap provider in Practice areas: Mergers & Acqusitions P: + 81.3.5219.2509 E: [email protected] relation to the issuance of the RMBS); Kim & Chang Lisa Yano (advised the arranger as to Korean law); Walkers (advised The firms P: + 81.3.5219.2507 E: [email protected] Morgan, Lewis & Bockius LLP - TMI Associates (Registered Association) the arranger as to Cayman law); Lee & Ko (advised the Freshfields Bruckhaus Deringer (legal advisors to the www.morganlewis-tmi.jp

originator as to Korean law) sellers HTIL); Khaitan & Co (advisors to the sellers in together

respect to due diligence by bidders); Linklaters (Hong Deal value: NZ$175 million Kong advisors to Vodafone); Paul, Weiss, Rifkind, Practice areas: Banking and Finance Wharton & Garrison (advisors to the sellers HTIL); Thalwar Thakore and Associates (Indian law advisors to The firms Makes & Partners is a fully independent Indonesian law firm with more than 20 lawyers, including Jakarta-based foreign Vodafone); Trilegal (Indian law advisors to Vodafone) Allens Arthur Robinson (as general legal counsel to lawyers and foreign attorneys who undertake regular and on-call visits to Jakarta. the Sponsors and the borrower with respect to the he transaction represents the largest foreign invest- financing); Baker & Mckenzie (as legal counsel to the 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 Tment in India ever, and one of the largest ever Indian sponsors with respect to equity and corporate matters); rate of closure of deals undertaken (more than 90 percent in 2007) which is evidence of the firm’s commitment to providing M&A transactions. It involved a number of complex struc- Buddle Findlay (as legal counsel to the Sponsors and timely, efficient and effective legal services. turing issues relating to pre-emption rights, Indian tax and the borrower with respect to New Zealand law); Indian foreign investment approvals. With the stake in Linklaters (as advisors to Barclays Capital and Barclays 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 Hutchison Essar being a widely sought after asset, and the Bank); Mayne Wetherell (as legal counsel to the Senior countries depending upon the requirements of the transaction or the client. informal auction process drawing bids from a number of Lenders, the Subordinated Lenders and the PIK Lenders international and domestic telecom companies, there was with respect to New Zealand law); Tory’s LLP (as legal Our areas of practice include: Partners need to run simultaneous, cross-border, time constrained counsel to the sponsors with respect to equity and cor- • Mergers & Acquisitions • Capital Markets & Securities • Real Estate/Property Yozua Makes, Senior Partner processes requiring seamless planning and execution. porate matters) • Telecommunications • Foreign Investment • Privatization [email protected] • Restructuring • Banking & Finance • Energy & Mining Iwan Setiawan, Partner • Bankruptcy • Venture Capital • General Corporate his deal was one of the first LBOs in New Zealand • Infrastructure & • Media, Television & • Anti-Monopoly & [email protected] YPG Capital Agreement – and , given the identity of the target and the deal size, Project Finance Broadcasting Competition Law Andi Gunawan, Partner T [email protected] NZ$175 PIK Facility Agreement was very high profile. The target was the subject of an Menara Batavia, 7th Floor, Jl. K.H. Mas Mansyur, Kav.126, Jakarta 10220, Indonesia General email: [email protected] auction involving many of the prominent private equity Tel: (62-21) 574-7181 Fax: (62-21) 574-7180 Website: www.makeslaw.com LEVERAGED ACQUISITION OF YELLOW PAGES players in the Asia Pacific LBO market and nearly all the GROUP LTD leading LBO banks.

30 ASIAN-COUNSEL JANUARY / FEBRUARY 2008 31 Asian Counsel Deal of the Year.qxp 1/21/2008 10:57 AM Page 1

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The financing featured a PIK Facility, a structurally subor- The firms dinated debt piece, which has become common in the European Amarchand & Mangaldas & Suresh A. Shroff & Co LBO markets, but is perhaps a first in Asia Pacific. The facility (acted as Indian legal counsel to ICICI Bank Limited); included a ‘cov lite’ feature, with incurrence as opposed to Davis Polk & Wardwell (advised ICICI Bank Limited); maintenance covenants, following a high yield bond as Khaitan & Co (acted as domestic legal counsel to the opposed to a loan format, giving the sponsors more flexibility Underwriters); Latham & Watkins (represented the than a traditional loan format and reflecting the growing bar- underwriters of the transaction) gaining power of sponsors as compared to lenders. he equity offering consisted of two concurrent Tofferings - an Indian domestic public offering of JUNE 2007 ICICI Bank’s equity shares in India as well as certain offshore jurisdictions of US$2.46 billion and a SEC reg- Acquisition of Allied Domecq by istered public offering of ICICI Bank's American Depositary Shares of US$2.46 billion in the U.S. Each We can take it from here. Pernod Ricard S.A. American Depositary Share represented two equity shares. This represents the largest equity offering by an ACQUISITIONS Indian company to date. ICICI has stated it intends to use the proceeds to bol- Deal value: US$14 billion ster its rapidly growing consumer credit business and Practice areas: Mergers & Acquisitions expand into underserved rural areas, where about 60 per- cent of the population lives, using an innovative system The firms based on smart cards through which customers will be FoxMandal (counsel to Fortune Brands Inc); Herbert able to do their banking with local shopkeepers and offices APPLEBY AD Smith (undisclosed); (undisclosed); Jyoti of nonprofit organizations. Sagar & Associates (undisclosed); Sycip Salazar Hernandez & Gatmaitan (acted as Philippine counsel to Initial public offering of 175 million Pernod Ricard S.A.) equity shares of DLF Ltd Bermuda BVI Cayman Islands Hong Kong Jersey London Mauritius he deal represented a two stop acquisition process Tinvolving three global spirit companies in an area of INITIAL PUBLIC OFFERING strict regulation. The deal thus involved multiple jurisdic- Asian Counsel Deals of the Year 2007 tions and levels of acquisitions and sales. The acquisition Deal value: US$2.3 billion of Allied Domecq will propel Pernod into the number two Practice areas: Capital Markets (Equity)  Mirant Asia Pacific Limited sale to The Tokyo Electric Power Company/Marubeni Consortium position behind Diageo PLC as the world's leading spirits  Privatisation of Tom Online Inc. and drinks business, while Pernod's portfolio will now be The firms  Project L – Demerger of the Parkson Retail Groups strengthened by the inclusion of several spirit brands, AZB & Partners (Indian advisors to the Issuer); Linklaters  Wal-Mart Stores Inc.’s acquisition of Trust-Mart (Honourable Mention) wine assets and the Perrier-Jouet champagne brands. (International counsel to the Underwriters and advisors on US law); Luthra & Luthra Law Offices (Indian legal Appleby is a leading provider of offshore legal, fiduciary and administration services with a major presence ICICI Bank Ltd follow on public advisors to the underwriters); White & Case LLP (US in five of the world's leading offshore business centres. law advisors to the Issuer) offering and ADS issue For more information, contact: LF is the largest estate development company in Frances Woo, Managing Partner INITIAL PUBLIC OFFERING India, and its IPO is the largest IPO by an Indian D Tel:+852 2523 8123 company to date. The overall book was more than 3 Email: [email protected] Deal value: US$4.34 billion times oversubscribed, with a significant amount of Practice areas: Capital Markets demand coming from international institutional The Right People. The Right Places. applebyglobal.com

32 ASIAN-COUNSEL Cover Story Asian-Counsel Deals of the Year

Project Soil: Abraaj Capital’s investors. Foreign investors are heavily restricted from Coordinating Arrangers (India)); Van Eps Kunneman The firms investing in Indian real estate, and the DLF IPO offered VanDoorne (legal counsel to the Joint Coordinating Allen & Overy (counsel for mandated lead arrangers); acquisition of Egyptian Fertiliser an opportunity to participate in one of the fastest grow- Arrangers (Netherlands Antilles)); Baker & McKenzie Appleby (Bermuda counsel to Mirant Corporation); Company ing sectors of the Indian economy. The transaction (legal counsel to the Sponsor (International)); Albar & Latham & Watkins (represented the Tokyo Electric involved complex regulatory issues, including address- Partners (legal counsel to the Sponsor (Malaysia)) Power Company); Paul Hastings Janofsky & Walker ing evolving Indian law disclosure requirements for LLP (represented the Tokyo Electric Power Company, PRIVATE EQUITY real estate companies. ground breaking and sophisticated LBO transac- Inc); Puno & Puno (Philippine counsel to buyers); Sycip The transaction was particularly notable because the A tion, with a wide range of complex issues to tackle, Salazar Hernandez & Gatmaitan (Philippine counsel to Deal value: US$1.41 billion Indian regulator used this transaction as a benchmark for including the Malaysian regulatory hurdles such as Mirant Corporation); Skadden Arps Meagher Slate & Practice areas: Corporate; Mergers & Acquisitions disclosure by the sector, the deal was brought to market obtaining Central Bank approval for the financing struc- Flom (New York counsel to Mirant Corporation) in volatile conditions, and took about 18 months overall ture, Foreign Exchange approval and Stock Exchange The firms to complete. approval. The deal represents South East Asia’s largest his transaction is one of the biggest purchase and (advisor to Abraaj Capital on the acquisi- privatisation as well as the largest privatisation in Tsale transaction involving Philippine assets and tion); Allen & Overy (advisors to Morningtide Invest Ltd); Khazanah Nasional Berhad issue of Malaysian history. Outside Japan, it is one of the largest was successfully completed notwithstanding various Macfarlanes (advisors to Abraaj Capital on the terms of leveraged buyouts to be completed in Asia, and was a challenges to completion, including a claim by the financing); Ibrachy Law Firm (advisors to Abraaj Capital US$850 million sukuk significant milestone in that the deal involved no foreign Philippine government that its consent was necessary to on Egyptian law issues); Shalakany Law Firm (advisors to private equity. It is thought that the transaction is likely complete the purchase and sale. The deal was challeng- the vendors on Egyptian law issues) Freshfields Bruckhaus Shariah-compliant exchangeable trust to serve as a template for future transactions where ing in terms of the multiple jurisdictions and parties Deringer (advisors to Dubai Investment Group) certificates family-controlled publicly listed companies in Asia involved, the complex structure of the Mirant company become private. itself, and an expedited signing schedule, with only 17 his deal is a terrific example of a Western private Deal value: US$850 million days between bid submission and signing. Tequity model being tailored for the Middle East Practice areas: Capital Markets market. With a purchase price of US1.14 billion, this is the

The firms Clifford Chance (issuer of bonds); Linklaters (undis- Soemadipradja & Taher (S&T) is a leading Indonesian law firm which provides closed); Kadir Andri & Partners (issuer of bonds); comprehensive legal services in all major practice areas, including banking and Adnan Sundra & Low (acted as Malaysian counsel for finance, capital markets, corporate and commercial, dispute resolution and litigation, energy and natural resources, environment, intellectual property and mergers and the underwriters) acquisitions. Through the collective expertise of our partners, attorneys and senior foreign counsel, he deal represents the largest ever exchangeable or extensive experience in representing corporate clients, and an ability to think creatively, S&T assists local, foreign and multinational clients achieve their business Tconvertible issue out of Malaysia and only the second objectives in Indonesia. Shariah-compliant exchangeable by an Asian issuer. 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 Maxis Communications 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 Mirant sale of Philippine business Indonesia which was a groundbreaking deal and one of the first of its kind in PRIVATISATION Indonesia. This recognition reflects our depth of understanding of the legal framework (held through Mirant Asia Pacific and demonstrates our commitment to our clients’ success. Deal value: US$11.7 billion Ltd) to The Tokyo Electric Power Practice areas: Leveraged Finance Practice/LBO Company/Marubeni Consortium Soemadipradja & Ta h e r : The firms Telephone +6221-574 0088, Facsimile +6221 574 0068 E-mail [email protected] Paul, Hastings, Janofsky & Walker LLP (legal counsel to Mirant sale of Philippine business Rahmat Soemadipradja Senior Partner, [email protected] the Joint Coordinating Arrangers (International)); Chooi & Dezi Kirana Partner, [email protected] Haydn Dare Foreign Counsel, [email protected] Company (legal counsel to the Joint Coordinating Arrangers Deal value: US$3.73 Billion www.soemath.com www.freehills.com (Malaysia)); AZB & Partners (legal counsel to the Joint Practice areas: Mergers and Acquisitions

34 ASIAN-COUNSEL JANUARY / FEBRUARY 2008 35 Cover Story

largest private equity transaction to date in the Middle East and North Africa. The transaction was between an JULY 2007 experienced private equity buyer and seller, and was as such conducted to a level of sophistication uncommon for Project Trio 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, Securitisation all on the ground at the Egyptian plant. Deal value: Not susceptible for valuation The target being listed on the Cairo and Alexander Stock Practice areas: Litigation – Arbitration exchange, the purchaser had to obtain a waiver from the requirement to undertake a public bidding process. The deal The firms also involved consideration of a number of complex struc- FJ & G DeSaram (represented P & O Netherlands, BV, in turing issues relating to the investors who were rolling over the legal proceedings instituted in Sri Lanka to obtain their investment and in relation to the future merger of the Interim Injunctive reliefs); Jyoti Sagar Associates target and the acquisition vehicle required by the lenders. (advised P&O Netherlands B.V./Dubai Ports World on Sri Lankan shareholder agreement, Sri Lankan injunction ST Tele Media (Laos, Thailand proceedings and the international arbitration in London); JSA Law Dubai (advised on the international arbitration and Cambodia) in London); Holman Fenwick & Willan (undisclosed); Nithya Partners (undisclosed); Liedekerke Wolters PRIVATE EQUITY Waelbroeck Kirkpatrick (undisclosed)

Deal value: US$200 million ith multipronged proceedings in two distinct for- Practice areas: Foreign Direct Investments Weign jurisdictions being coordinated in India, and MAPLES & CALDER AD the handling of London arbitration without engagement of The firms local solicitors, the complexity of the deal required an DFDL Mekong (advisor to Singapore Technologies innovative and sophisticated approach. The eventual set- Telemedia Pte Ltd); Wong Partnership LLP (acted tlement was also related to the path-breaking refusal of the for Asia Mobile Holdings Pte Ltd) United States to permit a Dubai company to operate in US ports due to security concerns. he first major multi jurisdiction telecommunication Tsale in the Mekong Region, this deal required a three jurisdiction due diligence check. DFDL Mekong served as C7 litigation Thai, Lao and Cambodian legal counsel to Singapore Technologies Telemedia Pte Ltd on its USD 200 Million acquisition, through its subsidiary, Asia Mobile Holdings PAY TELEVISION RIGHTS/australian Pte Ltd, of a 49 percent stake in Shenington Investments anti-trust regime Pte from Shin Satellite PCL. Deal value: A$200 million Practice areas: Dispute Resolution/Media and Entertainment

The firms Mallesons Stephen Jacques (acted for Telstra and some of its subsidiaries); Allens Arthur Robinson (acted for News Limited, FOXTEL and Premier Media); Freehills

36 ASIAN-COUNSEL Cover Story Asian-Counsel Deals of the Year

(acted for Seven Network Limited.); Gilbert + Tobin products manufacturer for the minerals industry with a and SABIC’s Singapore counsel); Van Bael & Bellis (represented Publishing and Broadcasting Limited and substantial presence in the Environmental & Infrastructure (undisclosed); Freehills (SABIC Australia counsel); Nine Network Australia Pty Limited); Chang Pistilli & and Energy industries. Estudio Beccar Varela (undisclosed); McMillan Binch Simmons (acted for Optus); Blake Dawson Waldron Mendelson (undisclosed); Mori Hamada & Matsumoto undisclosed; Browne & Co (undisclosed); Sparke Public offering of 3.95 billion (undisclosed); Debrauw Blackstone Westbroek (undis- Helmore (undisclosed); Kennedys (undisclosed); closed); Baker & McKenzie (GE Argentina counsel, TressCox Lawyers (undisclosed) shares in PT Bank Negara Netherlands counsel); White & Case (representing GE Indonesia (Persero) Tbk. (BNI) in the disposal of issued shares in Hong Kong); Mallesons he claim principally concerned whether arrangements Stephen Jaques (GE Australia counsel); Loyens (GE Trelating to pay television rights had either the purpose Belgium counsel); Hannes Snellman (GE Finland coun- Illustration: Johnnie Au or effect of substantially reducing competition in relevant INITIAL PUBLIC OFFERING sel); (SABIC Thailand counsel); Weil, markets. It was alleged that Telstra and its partners, along Gotshal & Manges (global lead counsel for GE); Dorda counsel); Lee & Ko (GE Korea counsel); Zaid Ibrahim with various other market participants had engaged in con- Deal value: US$885 million Brugger & Jordis (undisclosed); Qays H. Zu’bi (undis- & Co (GE Malaysian counsel); Lee Ong & Kandiah duct involving a number of breaches of the Trade Practices Practice areas: Equity closed); Goodmans (undisclosed); Claro Y Sia (undis- (SABIC Malaysia counsel); Allen & Gledhill LLP (GE Act, using anti-competitive tactics to effectively force C7, a closed); Haiwen & Partners (undisclosed); Fangda & Singapore counsel); Amarchand Mangaldas & Suresh supplier of a pay television sports channel, out of business. The firms Partners (undisclosed); Brigard & Urrutia (undis- A. Shroff (GE India counsel); Tilleke & Gibbins (GE The proceedings were arguably unprecedented in their Baker & McKenzie (advisors to the bank and the selling closed); Kocian Solc Balastik (undisclosed); Gorrissen Thailand counsel) scale and in the variety of novel and complex issues raised shareholder as to US law); Hadiputranto Hadinoto & Federspiel Kierkgaard Ltd (undisclosed); Johnson by the applicants’ claim. Previously untested aspects of the Partners (advisors to the bank and the selling shareholder Stokes & Master (Counsel for SABIC in closing of he US11.6 billion acquisition of General Electric’s world- Trade Practices Act were put in issue and world renowned as to Indonesian law); Makes & Partners (advisors to the acquisitions in Hong Kong); Szecskay Ugyvedi Iroda; Twide plastics business by Saudi Basic Industries expert witnesses called to give evidence. In order to joint managers as to Indonesian Law); Sidley Austin AZB & Partners (SABIC India counsel); Tsar & Tsai Corporation involved more than 90 leading lawyers over a manage the volume of documents of discovery, innovative (advisors to the joint managers as to U.S. Law) Law Firm (undisclosed); Kim & Chang (SABIC Korea course of six months where turbulence in the global credit use of dispute resolution technology through the establish- ment of an electronic courtroom was required. It was the his transaction raised US$885 million and was the longest civil trial in recent Australian history - with 120 Tthird largest equity offering ever from Indonesia and Areas of Practice days of hearings over more than 12 months. the largest since 1994. PT Bank Negara Indonesia (Persero) Administrative law Tbk is a state-owned bank and is the country’s third largest Banking and financial services lender. Shares were listed on the Jakarta and Surabaya Capital markets S Z E C S K A Y AUGUST 2007 Stock Exchanges. It was reported in the press that this Commercial law A t t o r n e y s a t L a w Competition law transaction represented an important part of the Republic Constitutional law H‑1055 BUDAPEST, KOSSUTH TÉR 16‑17 of Indonesia's privatization program by contributing sig- Corporate/M&A IPO & global offering of Boart HUNGARY nificantly in reducing the annual budget deficit. E-commerce/IT/telecommunication/media Longyear Ltd Tel: +36 (1) 472 3000 • Fax +36 (1) 472 3001 Employment law [email protected] • www.szecskay.com Energy law Saudi Basic Industries Corporation Environmental law DEMERGERING We are delighted that our work has been EU law acquisition of GE Plastics recognized among the Deals of the Year Intellectual property 2007 and thank our clients for their Litigation/arbitration Deal value: AU$2.3 billion continued support. Real property/project finance/PPP Practice areas: Capital Markets (Equity) GE PLASTICS ACQUISITION 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- The firms Deal value: US$11.6 Billion nesses from Hungary and abroad, representing a full spectrum of industry, trade, and services. Allens Arthur Robinson (Hong Kong); Baker & McKenzie Practice areas: Commercial (British Virgin Islands); Blake Dawson (PRC) The Firm brings a wealth of knowledge and experience to bear for its clients, and is represented by a group of The firms proactive international attorneys, who value and are committed to achieving results. The Firm has developed his deal represented one of the largest IPOs in Shearman & Sterling (global lead counsel for SABIC); strategic relationships with other key professionals to provide a full range of services in an ever expanding and TAustralian History. Boart Longyear Limited is the Drew & Napier (Asia-Pacific coordinating counsel for complex business environment. Cross-border legal services are provided through international networking channels in cooperation with highly reputed correspondent firms. world’s leading integrated drilling services provider and SABIC instructing all of SABIC’s Asia-Pacific counsel

38 ASIAN-COUNSEL JANUARY / FEBRUARY 2008 39 Cover Story

markets prevailed. SABIC is the largest public company The firms in the Middle East, and the acquisition of GE Plastic Appleby (British Virgin Islands); Hastings & Co involved acquisition of more than 50 subsidiaries in over (Hong Kong); Jingtian & Goncheng (PRC); Lexcorp 30 countries. Abogados (Mexico); Maples and Calder (Cayman Islands); Ramdas & Wong (Singapore); Raslan Loong (advisors to Lion Corporation Berhad); Russin & Vecchi (Taiwan); Tra & Associates (Vietnam); Von SEPTEMBER 2007 Meiss Blum & Partners (Switzerland); Weil Gotshal & Manges LLP (USA) Fujian Refining & Petrochemical he deal represented a major multi-step restructur- Company Ltd (FREP) financing Ting cum M&A and capital markets exercise across 11 jurisdictions. Project L managed to streamline the SINO-FOREIGN JOINT VENTURE IN CHINA structure of the Lion Group and to unlock the value of its investment in the Parkson retail business to Deal value: US$6 billion undertake steel-related projects on behalf of Lion Corp Practice areas: Practice Development and Finance Bhd without sparking off concerns from minority shareholders. The firms King & Wood (as Chinese legal counsel to the sponsors group); Latham & Watkins (advised the sponsors OCTOBER 2007 Sinopec Corporation and Exxon Mobil); Shearman & Sterling (advised the lender group); White & Case LLP ICBC acquisition of strategic MOFO AD (advised Saudi Aramco and Saudi Aramco Sino Company Ltd (SASCO) interest in Standard Chartered Group Ltd he Fuijian complex will be the first fully integrated Trefinery and petrochemicals project involving a Sino- foreign joint venture, and the largest project financing to FOREIGN DIRECT INVESTMENT date for a Sino-foreign joint venture. The financing was provided by twelve major Chinese banks comprising Deal value: US$5.5 billion RMB/USD term Loan Facilities, RMB/USD revolving Practice areas: Banking and Finance loan facility and RMB/USD Standby Debt Facility. The firm Project L – Demerger of the Linklaters (advisor to ICBC)

Parkson Retail Groups interests in n this landmark acquisition of strategic interest in South Malaysia, Hong Kong, China and IAfrica’s Standard Bank Group, ICBC, China’s leading Vietnam 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 DEMERGERING African financial institution. The acquisition involved an interconditional scheme of Deal value: US$1.31 billion arrangement in respect of half the stake to be acquired and a Practice areas: Restructuring subscription for new shares in respect of the remainder. In addition, the two banks have entered into a relationship

40 ASIAN-COUNSEL Cover Story Asian-Counsel Deals of the Year

agreement that will provide a framework for strategic Veolia Water/ Tianjin Shibei specific authorisation had to be negotiated on behalf of the of thousands of 9th century Tang dynasty artefacts, the co-operation in Africa, China and the rest of the world. sponsor, negotiations were also entered into to exempt the oldest from the maritime Silk Road ever found. The sponsor from government registration fees, and dual simul- cargo was sold to a Singapore buyer for US$32 million, Acquisition of Dongah Construction EQUITY PURCHASE AGREEMENT AND JOINT taneous completion achieved. Despite these hurdles, the with the sellers subsequently alleging that they had VENTURE CONTRACT project was complete in record time, and is one of the fastest been prevented from obtaining a higher price by the company by Prime-Trident IWPP completions both regionally and internationally. conduct of their marketing agent, who had secretly met Consortium Deal value: US$3.9 billion with the Singapore buyer and disclosed the seller’s Practice areas: Projects and Energy Landmark Court of Appeal decision reserve or minimum price. The German agent brought proceedings against the ACQUISITION OF BANKRUPT COMPANY The firm on Tang Dynasty artefacts claim sellers in Germany for his commission from the sale of Gide Loyrette Nouel A.A.R.P.I. (advisors to Veolia the cargo. Nine months later, the sellers started an action Deal value: US$754 Million Water) INTERNATIONAL TORT & EQUITY in Singapore claiming US$44 million in damages from Practice areas: Mergers & Acquisitions the agent for breaches of his duty. The question was n this deal, Veolia Environnement acquired a 49% equity Deal value: US$44 million which court was most suited to deal with this interna- The firm Istake in the Tianjin Shibei Water Company Ltd, giving Practice areas: Dispute Resolution tional dispute. In a landmark decision within the Yoon Yang Kim Shin & Yu (legal advisor to Prime-Trident) them a 30 year concession right to supply drinking water to Commonwealth, the Singapore Court of Appeal found in the three million inhabitants of the Tianjin Shibei and The firms favour of the sellers and confirmed the right of the sellers efore this transaction, the sale of a bankrupt company Binhai Districts. The strategic location of this deal is note- Drew & Napier LLC (for the sellers); Sim & Wong LLC to sue in Singapore. In doing so, the court redefined the Bin Korea was done after the bankruptcy procedure worthy as Tianjin is a rapidly growing and important city (for the marketing agent) legal rules applied in the Commonwealth for identifying was initiated, at the initiative of a bankruptcy court and a in Northern China which has recently been chosen by the the applicable laws for international and cross-border court-appointed receiver. In this transaction however, the central government to become the country’s third economic he case begins with the discovery of a sunken ship claims in tort and equity. M&A was achieved with the initiative of the creditors powerhouse after Shenzhen in south China’s Guangdong Twreck in Indonesian waters which contained tens AC before any proceedings had been initiated. The deal is the Province and the Pudong New Area in Shanghai. first of its kind in Korea, marking a promising develop- ment in the evolution of Korean law in this area. NOVEMBER 2007

Fujairah 1 IWPP

EQUITY FINANCING About our corporate practice About Van Bael & Bellis © photo Louis-Philippe Breydel Deal value: US$1.5 billion Van Bael & Bellis regularly handles complex Van Bael & Bellis is an independent law transactions and has developed wide-ranging firm headquartered in Brussels that advises Practice areas: Debt/Equity Financing experience acting on behalf of clients on clients on all aspects of Belgian business law, domestic transactions, working in partnership EU competition law, EU regulatory law as well The firms with foreign law firms, or on behalf of clients, as EU and international trade law and WTO on the Belgian aspects of deals that have a cross- law. A team of over 60 lawyers from more than Baker & McKenzie (for the borrower); Hadef Al Dhahiri VON BAEL & BELLIS AD border perspective, and managing international 20 countries provides clients with practical & Associates (for the sponsor and foreign shareholder); transactions including leading teams from law legal solutions enabling them to achieve Sherman & Sterling (as local advisor for international firms around the world. their business goals. lender); Trowers Hamlins (as local advisor for international lender); White & Case LLP (for subsidiary of sponsor) Contact Pascal Faes at [email protected] or Steven De Schrijver at [email protected] his was the first ever project of such nature in the TEmirate of Fujairah, and required legislating project Avenue Louise 165 T +32 (0)2 647 73 50 www.vanbaelbellis.com B-1050 Brussels F +32 (0)2 640 64 99 specific laws as well as the incorporation of foreign and Belgium Abu Dhabi registered companies in the Emirate. Project

42 ASIAN-COUNSEL JANUARY / FEBRUARY 2008 43 Cover Story Asian-Counsel Deals of the Year

Honourable Mentions The following deals from 2007 also deserve mention

Acquisition of the Whyte & Mackay Group by Commission of Inquiry on allegation relating to the United Spirits Hong Kong Institute of Education Firms involved: Allen & Overy; Berwin Leighton & Paisner Firms involved: Boase Cohen Collins; Johnson Stokes & LLP; Brodies LLP; Harney Westwood & Riegels; Master; Wilkinson & Grist Linklaters; Luthra & Luthra; Maples and Calder; McClure Naismith; McGrigors LLP; CVC Asia Pacific - Paperbox Holdings Limited LLP; Wadia Ghandy RM745 million LBO of the Malaysian paper and packaging business of Genting Berhad Arysta LifeScience Corporation and its shareholders Firms involved: Paul, Hastings, Janofsky & Walker LLP; on its sale to IEIL Japan Co Ltd Shearn Delamore & Co. Firms involved: Allen & Overy; Clifford Chance; Freshfields Bruckhaus Deringer; Morgan Lewis & Bockius LLP Development of the International Finance Centre Seoul Bank of IPO Firms involved: Barun Law; Evergreen Law Group; Firms involved: DLA Piper; Jun He; King & Wood; Horizon Law Group; Paul, Hastings, Janofsky & Walker; Mallesons Stephen Jacques Shin & Kim Berlian Laju Tanker IPO and Offshore dual Doosan Infracore Co Ltd acquisition of Bobcat ORRICK AD share listing on the Singapore and Indonesian Firm involved: Paul, Weiss, Rifkind, Wharton & Garrison Stock Exchanges Firms involved: Allen & Gledhill; Linklaters; Makarim & ICBC Takeover of 90 percent stake in Bank Taira S; Mochtar Karuwin & Komar; Wong Partnership LLP Halim Indonesia Firm involved: Hadriputro Hadinoto & Partners Brunei Methanol Project Firms involved: Ahmad Isa & Partners; Ashurst; Izad & IFC Development Corporate Finance Ltd – HK$ Lee; Linklaters; Lovells Lee & Lee; White & Case LLP Firms involved: Harney Westwood & Riegels; Johnson Stokes & Master; Linklaters Champion REIT’s issue of HK765 million 4.4 year convertible bonds Korea Resources acquisition of 27.5 percent Firms involved: Baker & McKenzie; Freshfields Bruckhaus interest in the Ambatovy Project Deringer; Simmons & Simmons Firm involved: Baker & McKenzie

China COSCO’s acquisition Largest syndicated loan in Japan for Citigroup Firms involved: Commerce and Finance Law Offices; Paul, acquisition Hastings, Janofsky & Walker LLP; Zong Heng Law Firm Firm involved: Clifford Chance

Citigroup consortium acquisition of US$3.06 billion Listing of Indochina Capital Vietnam Holdings on 85.6 percent stake in Guangdong Development Bank the LSE Firms involved: Davis Polk & Wardell; Haiwen & Partners; Firms involved: DLA Piper; Conyers Dill & Pearman; Jones Day; King & Wood; Linklaters; Simpson Thacher & Freshfields Bruckhaus Deringer; Slaughter & May; Barlett LLP YKVN Lawyers Continued on page 46

44 ASIAN-COUNSEL JANUARY / FEBRUARY 2008 45 Cover Story

Honourable Mentions The following deals from 2007 also deserve mention

Listing of the Regal REIT on the Hong Kong Suzlon acquisition of Repower Stock Exchange Firms involved: Khaitan & Co; Linklaters Firms involved: Allen & Overy; Weil, Gotshal & Manges LLP; Johnson Stokes & Master; Simmons & Simmons Tata Power acquisition of 30 percent interest in Bumi Resources coal businesses in Indonesia Lone Star sale of Korean Exchange Bank share Firms involved: Clifford Chance; Freehills; Hadiputranto, to HSBC Hadinoto & Partners; Holman Fenwick & Willan; Firms involved: Kim & Chang; Linklaters; Norton Rose Soemadipradja & Taher

Merger of Wilmar International Limited with PPB Wal-Mart Stores Inc’s acquisition of Trust-Mart, a Oil Palms Berhad, Kuok Oils and Grains Pte Ltd and leading 100-store hypermarket chain in China PGEO Group Sdn Bhd Firms involved: Appleby; Paul, Hastings, Janofsky & Firms involved: Chiang See Hiang; Skrine; Tay & Partners Walker LLP; Shearman & Sterling LLP

Morgan Stanley Private Equity Asia Ltd WestLB AG structured commodity finance Firms involved: Jones Day; Shin & Kim; Sidley Austin LLP transaction Firms involved: Adnan Kelana Haryanto & Hermanto; Sale of principle stake in Dragonair to Cathay Conyers Dill & Pearman; Goncalves Pereira, Rato, Ling Pacific and joint venture with Air China, Swire Vong & Cunha; Mallesons Stephen Jaques; Ogier; Wong Pacific and CITIC Pacific in Cathay Pacific, and Partnership LLP CNAC’s privatisation Firms involved: Baker & McKenzie; Freshfields Bruckhaus Yangzijiang IPO Deringer; Linklaters Firms involved: Jingtian & Gongcheng; Rodyk & Davidson; Shearman & Sterling LLP; White & Case LLP; Wong Spin-off/joint venture of US, Japan and Taiwan port Partnership LLP; Venture Law terminals business of Hanjin Shipping Co Ltd Nominating 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 US Firms 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

STX Pan Ocean IPO Firms involved: Cleary Gottlieb; Paul, Hastings, Janofsky & Walker LLP; Yulchon

Illustration: Johnnie Au

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