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Asie
Fort d’une expérience de plus de 25 ans en Asie, la présence de Cleary Gottlieb dans la région est plus ancienne que celle de la plupart des cabinets internationaux. Nos clients bénéficient de la connaissance approfondie du droit et des usages locaux que nos avocats apportent à chaque transaction. Avec nos bureaux de Hong Kong et de Beijing et près de 30 avocats sur place parlant couramment le chinois, le coréen, le japonais et l’anglais, Cleary Gottlieb s’occupe en Asie des transactions les plus importantes et novatrices pour des clients basés en Asie ou exerçant simplement leur activité dans la région.
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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.
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.
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.
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.
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.
Oct 11, 2007
Cleary Gottlieb represented Sony Corporation as selling shareholder in its international initial public offering of the common stock of Sony Financial Holdings Inc. The IPO, which raised $2.7 billion for Sony in the secondary offering, as well as $270 million of new capital for SFH, closed on October 11. The IPO was the largest in Japan this year.
The international offering consisted of SFH common shares sold in offshore transactions outside the United States in reliance on Regulation S and to qualified institutional buyers in the U.S. under Rule 144A. With the international offering, shares were offered in Japan by Sony and by SFH after SFH’s listing on the first section of the Tokyo Stock Exchange. Sony’s stake in SFH was reduced to 60 percent from 100 percent as a result of the IPO.
SFH, the holding company for Sony Life Insurance Co., Sony Assurance, Inc., and Sony Bank, accounted for nine percent of Sony’s group revenue in 2006.
JPMorgan and Nomura International acted as international joint lead managers and bookrunners.
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 17, 2007
Cleary Gottlieb represented The Export-Import Bank of Korea in its SEC-registered offering of US$1.5 billion 5.50% notes due 2012. The offering, a takedown from KEXIM’s shelf registration statement under Schedule B, closed on October 17.
The notes were listed on the Singapore Stock Exchange. ABN AMRO, BNP Paribas, Merrill Lynch and Morgan Stanley were the joint lead managers and bookrunners for the offerings.
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.
Jun 25, 2007
Cleary Gottlieb represented Samsung Card Co., Ltd. and the selling shareholders in Samsung Card's Won 576 billion (approximately $620 million) common stock IPO, which was the first IPO on the Korea Exchange to include an international tranche for foreign investors. Merrill Lynch acted as international tranche coordinator for the international syndicate. Korea Investment & Securities acted as lead manager for the Korean domestic syndicate. The stock was sold through a public offering in Korea and a Rule 144A/Reg. S offering elsewhere. The deal priced June 14, 2007 and closed June 25, 2007.
Samsung Card is a leading diversified consumer finance company in Korea. The company offers a broad range of financial products and services to individuals, as well as leasing services to individuals and corporate customers. Samsung Card is a member company of the Samsung Group, Korea's largest business group. Samsung Group has interests in the trading, electronics, construction, heavy engineering, chemical, insurance, finance and hotel industries.
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.
#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)
“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.”
Chambers Asia (2008)
“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.’”
Chambers Global (2008)
“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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