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, 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! 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- Shanghai 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); Linklaters (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.