In Asien blickt Cleary Gottlieb auf über 25 Jahre Erfahrung zurück und weist damit eine längere Geschichte in der Region als nahezu alle anderen internationalen Kanzleien auf. Die eingehende Kenntnis der lokalen Rechtsordnungen und Geschäftsgepflogenheiten, die wir in die Transaktionsberatung einbringen, kommt unseren Mandanten unmittelbar zugute. Unsere ca. 30 Anwälte und Anwältinnen in den Büros in Hongkong und Peking sprechen fließend Chinesisch, Koreanisch, Japanisch und Englisch, so dass unsere Praxis in Asien nicht nur asiatische, sondern auch ausländische Mandanten, die in dieser Region geschäftlich tätig sind, bei bedeutenden Transaktionen beraten kann.
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Aug 27, 2008
Cleary Gottlieb represented Kookmin Bank in its minority equity stake investment in JSC Bank CenterCredit (“BCC”), a leading commercial bank in the Republic of Kazakhstan. Kookmin Bank acquired 23% of BCC’s common shares for approximately $500 million, and is expected to secure a controlling stake of 50.1% in BCC within the next 30 months. Including such additional shares, the transaction is valued at $1.2 billion and is the largest overseas M&A transaction by a Korean bank to date. The deal closed on August 27.
Kookmin Bank, the largest commercial bank in Korea with a customer base of over 26 million retail customers, is a long-time client of the firm and has American Depositary Receipts listed on the New York Stock Exchange.
Aug 11, 2008
Cleary Gottlieb represented LS Cable Ltd., a leading wire and cable manufacturer based in Korea, in its $1.2 billion acquisition of Superior Essex Inc., a Nasdaq-listed wire and cable manufacturer based in Atlanta, Georgia.
The transaction created the third largest wire and cable manufacturing company in the world, with pro forma consolidated 2007 revenues of $12.8 billion. This transaction represents the largest cross-border tender offer by a Korean company to date.
Aug 01, 2008
Cleary Gottlieb is representing Temasek in its $3.4 billion investment in Merrill Lynch. Temasek is currently Merrill Lynch’s largest shareholder following its $5 billion initial investment in December 2007. Temasek is an investment holding company owned by the Singapore government with staff of over 300 people and a portfolio of over $100 billion focused primarily in Asia.
The Share Subscription Agreement was signed on July 28, 2008. Temasek committed to purchase $3.4 billion of common stock in a public offering by Merrill Lynch, which priced on July 29, 2008, at $22.50 per share. The First Closing occurred on August 1, 2008 together with the Public Offering. Under the terms of the Share Subscription Agreement, Temasek was entitled to receive from Merrill Lynch $2.5 billion of this stock in settlement of Merrill Lynch’s obligations under price reset provisions of the initial investment in December 2007. Temasek also agreed to invest an additional $900 million in new funds in the public offering. A portion of the total commitment is subject to regulatory approvals.
Feb 29, 2008
Cleary Gottlieb represented Credit Suisse as the warrant manager in a Regulation S offering by the Republic of the Philippines of debt exchange warrants. The warrants entitle the holders to exchange specified series of the Republic’s outstanding U.S. dollar- and euro-denominated bonds for a series of Philippine domestic bonds denominated in Philippine pesos, in the event of a default on those foreign-currency bonds. The deal closed on February 29.
The bonds to be tendered on exercise of the warrants include twelve different series of bonds maturing between 2008 and 2017 that are governed by New York or English law. The offering was sold to international as well as Philippine investors, primarily Philippine banks. Philippine banks will benefit from favorable capital treatment of their holdings in Philippine foreign currency debt by owning the warrants.
Feb 01, 2008
Cleary Gottlieb represented the underwriters, led by Kotak Mahindra Capital Company and UBS Securities India, in an initial public offering by Reliance Power Limited of 260,000,000 equity shares listed on the Bombay Stock Exchange and the National Stock Exchange of India. The $2.93 billion offering is the largest IPO in Indian history. The transaction closed on February 1.
The global offering was made to investors under Regulation S and Rule 144A.
Reliance Power is developing 13 power projects in India with a combined capacity of over 28 gigawatts at a projected cost of $28.5 billion. Reliance Power is an affiliate of the Reliance ADA Group, one of the largest business houses in India, comprising companies in the telecommunications, financial services, media and entertainment, infrastructure, energy and other sectors.
Jan 25, 2008
Cleary Gottlieb represented Citi in 10 concurrent offerings of $19 billion of convertible preferred stock and straight preferred stock. The offerings involved six individually negotiated private placements of $12.5 billion of convertible preferred stock to the Government of Singapore Investment Corporation, the Kuwait Investment Authority, HRH Prince Alwaleed bin Talal bin Abdulaziz Alsaud, Capital Research mutual funds, the New Jersey Division of Investment and Citi's former Chairman and CEO Sandy Weill, as well as a $3.17 billion public offering of convertible preferred stock and a $3.72 billion public offering of straight preferred stock. The private and public convertible preferred stock offerings closed on January 23 and the straight preferred stock offering closed on January 25.
Cleary Gottlieb represented Citi on the private placements, and represented the underwriters, led by Citi Global Markets, for the public offerings. Cleary Gottlieb also served as disclosure counsel to Citi in connection with its year-end earnings release.
Jan 23, 2008
Cleary Gottlieb represented Lafarge S.A., the world leader in building materials, in its acquisition of Orascom Building Materials Holding S.A.E. (Orascom Cement) from Orascom Construction Industries S.A.E., an Egyptian construction and building materials group founded by the Sawiris family, for $15 billion (including assumed debt), or €10.2 billion. Orascom Cement is an emerging markets cement leader, with number-one positions in Egypt, Algeria, the United Arab Emirates and Iraq, and with strategic positions in other growth markets in Africa and Asia including Saudi Arabia, Syria and Turkey. The transaction was entered into on December 9, 2007 and closed on January 23, 2008.
The purchase price is being financed by €6 billion in debt and the issuance, through a reserved capital increase, of 22.5 million new Lafarge ordinary shares at a price of €125 per share for a total capital increase of €2.8 billion, to NNS Holding Sàrl, a holding company owned by Nassef Sawiris and his family, which owns 60% of Orascom Construction Industries. Through this investment, NNS Holding will become an 11.4% shareholder of Lafarge, and Nassef Sawiris will be entitled to appoint two members of Lafarge’s board of directors.
Jan 15, 2008
Cleary Gottlieb is representing the Korea Investment Corporation in its $2 billion investment in Merrill Lynch & Co. The deal marks the latest example of capital injections into major financial institutions by sovereign wealth funds.
KIC will invest $2 billion in Merrill Lynch’s 9% mandatory convertible preferred stock, which converts into common shares two years and nine months from the closing.
KIC is the sovereign wealth fund of South Korea and was established in 2005. This transaction represents KIC’s largest investment to date.
Nov 02, 2007
Cleary Gottlieb represented Newbridge Asia/TPG Asia and Affinity Equity Partners in connection with their S$2.2 billion (approximately $1.7 billion) acquisition of United Test and Assembly Center Ltd under a leveraged scheme of arrangement which became effective October 23 and closed November 2. The acquisition was partially funded with third-party debt financing of senior and bridge loans equaling $1.1 billion.
United Test is a leading independent provider of a wide range of semiconductor device test and assembly services including memory, mixed-signal/RF and logic integrated circuits.
Oct 11, 2007
Cleary Gottlieb represented The Export-Import Bank of Korea in its SEC-registered offering of MXN 1 billion 8.61% notes due 2017, which closed on October 11 and was a takedown from KEXIM’s shelf registration statement under Schedule B. Merrill Lynch was the sole bookrunner for the offering.
The notes were settled through Euroclear and Clearstream (including Indeval, the Mexican central clearing system) and listed on the International Quotation System (Sistema Internacional de Cotizaciones) of the Mexican Stock Exchange. These are the first peso-denominated notes issued by a Korean issuer.
KEXIM was established in 1976 as a special governmental financial institution pursuant to the Export-Import Bank of Korea Act to promote the sound development of the Korean economy and economic cooperation with foreign countries by extending the financial aid required for export and import transactions, overseas investment and the development of natural resources abroad.
Sep 17, 2007
Cleary Gottlieb represented Goldman Sachs (Asia) L.L.C. in structuring the disposal by Alcoa International (Asia) Limited through a $2 billion block trade of Alcoa's 7% stake in Aluminum Corporation of China Limited (Chalco), which took place on September 12, and closed on September 17. This is the largest block trade in Asia since April 2006.
Alcoa acquired its stake in Chalco in Chalco's initial public offering in 2001 and had been a significant investor in Chalco since that time. Chalco is listed on the Shanghai, Hong Kong and New York stock exchanges.
#1 in Asia-Pacific Buyouts (announced, value)
Mergermarket (2007 Rankings, U.S.-based law firms)
Asia-Pacific Equity Issue of the Year and IPO of the Year
(Sony Financial’s IPO)
International Financing Review, Thomson Financial DealWatch (2007)
Korea Deal of the Year, Asia Equity Deal of the Year
(Samsung Card's IPO)
FinanceAsia (2007)
International Financial Law Review (2007)
Equity Deal of the Year
(Macquarie Korea Infrastructure Fund’s IPO)
AsiaMoney (2007)
Sovereign Bond of the Year and Emerging Market Bond of the Year/Emerging Asia Bond of the Year (The Republic of the Philippines’ dual currency Eurobond)
FinanceAsia, International Financing Review, AsiaMoney (2007)
Indonesian Deal of the Year
(The Republic of Indonesia’s debt offering)
FinanceAsia (2007)
Mid-Cap Equity Deal of the Year
(WNS Holdings’ IPO)
FinanceAsia (2007)
Deal of the Year
(Lotte Shopping’s IPO)
Asian-Counsel (2006)
South East Asia Debt Market Deal of the Year and Singapore Deal of the Year (Chartered Semiconductor’s capital raising plan)
Asian Legal Business (2006)
China M&A Deal of the Year and China Deal of the Year (Bank of America’s investment in China Construction Bank)
Asian Legal Business (2006)
“Clients come to Cleary for its ‘in-depth expertise on Asian deals,’ and draw attention to the lawyers’ capacity to ‘take ownership of deals and look upon these almost as their own investments.’… The firm’s strong global network ensures that it is valued for its ability to ‘manage a transaction and identify the risks in a way that purely local counsel might not.’”
Chambers Asia (2009)
“The firm’s enviable reputation in Asia’s investment funds markets rests primarily on the strength of its private equity practice. The firm is also highly recommended for the handling of transactions in South Korea and Taiwan.”
“One of the most established firms in the region …”
Chambers Asia (2008)
“‘Bags of experience working in the region.’ … its ‘undisputed’ capital markets practice is what makes the firm ‘stand out from the crowd.’”
“Commended for both its debt and equity work, the capital markets team fields US and UK-qualified lawyers who work across the region, from India and Indonesia to the PRC. The firm is also well known for its ‘top-class Korea team.’”
Chambers Global (2008)
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