Fort d’une expérience de plus de 30 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, Beijing et Séoul et près de 55 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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Jun 28, 2012
Cleary Gottlieb represented Felda Global Ventures Holdings Berhad (FGVH) and the selling shareholder, Federal Land Development Authority (FELDA), in FGVH’s Ringgit Malaysia 9.9 billion (approximately $3.2 billion) initial public offering, one of the world’s largest initial public offerings in 2012.
CIMB Investment Bank Berhad, Maybank Investment Bank Berhad and Morgan Stanley & Co. International plc acted as joint global coordinators. The shares were sold through a registered public offering in Malaysia and through a Rule 144A/Regulation S offering outside Malaysia. The deal priced on June 18, closed on June 26 and the shares were listed on the Main Market of Bursa Malaysia Securities Berhad on June 28.
FGVH is a global agricultural and agri-commodities company based in Malaysia, with operations across ten countries, and is the third largest oil palm plantation operator in the world based on planted hectarage. FGVH is engaged in the production and sale of oil palm and rubber plantation products, soybean and canola products, oleochemicals and refined sugar products.
FGVH was incorporated as the commercial arm of FELDA for overseas investments in the upstream and downstream palm oil business and other agribusinesses. FELDA was formed in 1956 to alleviate rural poverty in Malaysia through the development of plantation land cultivated by settlers.
May 03, 2013
Cleary Gottlieb represented CITIC Securities Company Limited and its wholly-owned finance subsidiary in a US$800 million offering of 2.50% Credit Enhanced Bonds due 2018. This is the inaugural international bond offering of the CITIC Securities group of companies. The Bonds have the benefit of a keepwell deed provided by CITIC Securities and an irrevocable standby letter of credit issued by Bank of China Limited, Macau branch, acting as an external credit enhancement provider. The Bonds were listed on the Stock Exchange of Hong Kong Limited. CITIC Securities International, Bank of China, Citi, HSBC and Standard Chartered Bank served as the Joint Global Coordinators and Joint Lead Managers; CITIC Securities International, Bank of China, Citi, HSBC, Standard Chartered Bank and BofA Merrill Lynch served as Active Joint Bookrunners; and Deutsche Bank, Credit Agricole CIB, J.P. Morgan, Barclays and ABC International served as the Joint Bookrunners of this transaction. The transaction priced on April 26 and closed on May 3.
CITIC Securities is one of the leading full-service investment banks in China. In 2012, it was ranked top in China for investment banking, asset management, sales and trading and brokerage, and had the highest revenue, net profit and total assets among China’s investment banks.
Dec 24, 2012
Cleary Gottlieb is representing the Special Committee of the Board of Directors of SYSWIN, a leading primary real estate service provider in China, in a going-private transaction by Mr. Liangsheng Chen, CEO, President and a director of the company. The execution of the merger agreement was announced on December 24, 2012. The merger will be financed by a combination of personal funds of the CEO and the cash of the company. Closing is expected to take place around the end of the first quarter of 2013, subject to the approval of shareholders representing two-thirds of the shares present and voting at the extraordinary general meeting and other customary closing conditions.
With operations in 28 cities throughout China, SYSWIN is the largest real estate agency relating to new residential properties in Beijing and Northern China and its shares have been listed on NYSE since 2010.
Nov 09, 2012
Cleary Gottlieb represented CJ HelloVision Co., Ltd. and the selling shareholders in CJ HelloVision’s Won 293 billion (approximately $267 million) IPO of common shares. J.P. Morgan, Daewoo Securities and HI Investment & Securities served as joint global coordinators and joint bookrunners and IBK Securities served as co-lead manager. The shares were sold through a public offering in Korea and a Rule 144A/Reg. S offering elsewhere. The deal priced on October 29 and closed on November 5. The shares began trading on the KRX KOSPI Market of the Korea Exchange on November 9.
CJ HelloVision is the largest provider of cable television services in Korea.
May 15, 2012
Cleary Gottlieb represented Western Digital, a global provider of solutions for the collection, storage, management, protection and use of digital content, in a divestiture transaction in connection with the regulatory clearance process for Western Digital’s purchase of Viviti Technologies (formerly Hitachi Global Storage Technologies Holdings), a manufacturer of digital storage devices, from Hitachi Ltd.
In response to the European Commission’s review of the Hitachi transaction, Western Digital committed to sell certain assets relating to its and HGST’s 3.5” hard disk drive business. On January 20, Western Digital agreed to sell certain assets relating to its and HGST’s 3.5” hard disk drive business and to license certain related intellectual property to global electronics manufacturer Toshiba. In a related transaction, Western Digital agreed to purchase from Toshiba all of the issued and outstanding shares of Toshiba Storage Device Thailand. Following the completion of the Hitachi acquisition of HGST on March 8 and receipt of required regulatory approvals in the United States, Europe, China, Japan and South Korea, Western Digital closed the divestiture transaction and the acquisition of TSDT on May 15.
Feb 16, 2012
Cleary Gottlieb represented Sony on its acquisition of Ericsson’s 50 percent stake in Sony Ericsson Mobile Communications AB, making the mobile handset business a wholly-owned subsidiary of Sony.
The transaction will provide Sony with a broad IP cross-licensing agreement and ownership of five essential patent families and will give Sony an opportunity to rapidly integrate smartphones into its broad array of network-connected consumer electronics devices.
Apr 26, 2012
Cleary Gottlieb represented Asahi Kasei Corporation in its acquisition through a cash tender offer all of the outstanding common stock of Massachusetts-based ZOLL Medical Corporation, a manufacturer of resuscitation and critical care devices and related software solutions, for $93 per share. The transaction, which is valued at approximately $2.21 billion, was announced on March 12 and closed on April 26.
Asahi Kasei has identified health care as a key strategic sector that will power a new phase of growth for the group, and believes that the acquisition represents a significant milestone in fulfilling its core vision for the health care sector: improving patient quality of life through the creation of innovative technologies and devices for critical care. The acquisition extends the development of Asahi Kasei's “Health Care for Tomorrow” project, a key focus of which is the resuscitation and critical care sector, an area where ZOLL is already a market leader in the United States and has a strong international market presence.
Aug 25, 2011
Cleary Gottlieb represented a consortium of existing shareholders, including ARCH Digital Holdings, Capital Ally Investments, GM Investment, Sinowill Holdings, Huge Harvest Enterprises, Kingstate Group and Trend Focus, in the going-private transaction of Funtalk China Holdings Limited. As a result of the transaction, Funtalk became a private company and terminated its SEC-reporting obligations as a public company.
Funtalk is a leading China-based retailer and wholesale distributor of wireless communications devices, accessories and content. The company has branch offices and regional distribution centers, operates a chain of mobile phone retail stores and has an internet retailing platform. Its shares were listed on the NASDAQ Global Market.
Sep 02, 2011
Cleary Gottlieb represented Bank of America in its sale of approximately 13.1 billion H shares of China Construction Bank for an aggregate sale price of approximately $8.3 billion. The transaction was signed on August 29, 2011 and closed on September 2, 2011.
Cleary Gottlieb previously represented Bank of America in its 2005 acquisition of an approximately 8.5% interest in CCB, which was the single largest foreign investment ever in a Chinese company, in its 2008 exercise of an option to acquire an additional approximately 10.9% interest in CCB and its subsequent sales of CCB’s shares and share rights in 2009 and 2010, respectively.
Jan 20, 2012
Cleary Gottlieb represented TPG Asia in its investment in Li Ning Company. The investment comprised a subscription of 561 million yuan ($89 million) convertible bond and a HK$349.8 million ($45 million) share acquisition from the founding shareholder. The deals were signed in January 2012 and completed in February 2012.
Li Ning Company is listed on the Hong Kong Stock Exchange and is one of the leading sports brand enterprises in the Peoples’ Republic of China. Its products include footwear, apparel, equipment and accessories for sports and leisure use.
Mar 19, 2013
Cleary Gottlieb represented the underwriters led by BNP Paribas, Citi, HSBC and J.P. Morgan in an offering of $2.5 billion aggregate principal amount of the Asian Development Bank’s 0.50% global notes due June 20, 2016. The transaction was conducted under ADB’s Global Medium-Term Note Program. The notes were listed on the Luxembourg Stock Exchange. The transaction closed on March 19.
The Asian Development Bank is an international development financial institution whose vision is an Asia and Pacific region free of poverty. In pursuing its objectives, ADB provides different forms of financial assistance to its developing member countries. The main instruments are loans, technical assistance, grants, guarantees, and equity investments, which are met through various funding resources.
Mar 30, 2012
Cleary Gottlieb represented African Minerals Limited in connection with Shandong Iron & Steel Group's $1.5 billion acquisition of a 25% shareholding in the mine, rail and port and power subsidiaries comprising African Minerals’ flagship Tonkolili iron ore project in Sierra Leone. As part of the transaction, Cleary Gottlieb also advised African Minerals on an off-take arrangement covering the life of the mine under which Shandong will purchase iron ore at a discounted price and retain the option to buy up to 25% of annual iron ore production. The transaction agreements were signed on July 29, 2011, and following the satisfaction of extensive conditions precedent, completion occurred on March 30.
African Minerals is a minerals exploration and development company with significant interests in Sierra Leone. The company is currently focused on the development of the deposit at Tonkolili, which is one of the largest iron ore resources in the world and has a total projected mine life of more than 60 years. The project is also set to become the single largest employer and contributor to GDP in Sierra Leone. African Minerals is listed on the Alternative Investment Market (AIM) of the London Stock Exchange, and is now headquartered in London.
Shandong Iron & Steel Group Co., Ltd is one of the world’s largest iron and steel groups specializing in the smelting, processing and sale of steel and related commodities.
Jan 13, 2012
Cleary Gottlieb represented Citi, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, J.P. Morgan, Standard Chartered and UBS as underwriters in a U.S.-registered offering by the Republic of the Philippines of $1.5 billion of its 5.00% global bonds due 2037. The offering closed on January 13, 2012. The bonds were listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market.
Cleary Gottlieb is the designated underwriters’ counsel for offerings by the Philippines, one of Asia's most frequent sovereign borrowers.
Dec 20, 2010
Cleary Gottlieb represented PETRONAS Chemicals Group Berhad (PCG) and the selling shareholder, Petroliam Nasional Berhad (PETRONAS), in PCG’s Ringgit Malaysia 14.78 billion (approximately $4.7 billion) initial public offering, the largest initial public offering ever in Southeast Asia. CIMB Investment Bank Berhad, Deutsche Bank AG, Hong Kong Branch and Morgan Stanley & Co. International plc acted as joint global coordinators and joint bookrunners for the institutional offering, and CIMB Investment Bank Berhad acted as the managing underwriter for the retail offering in Malaysia. The shares were sold through a registered public offering in Malaysia and through a Rule 144A/Regulation S offering outside Malaysia. The deal priced on November 12, 2010 and closed on November 24, 2010, and the PCG shares were listed on the Main Market of Bursa Malaysia Securities Berhad on November 26, 2010. An over-allotment option granted by PETRONAS was exercised in full on December 17, 2010.
PCG is a leading integrated petrochemicals producer in Malaysia and is one of the largest petrochemicals producers in Southeast Asia, with an annual production capacity of over 11 million metric tons. PCG manufactures, markets and sells a diversified range of petrochemical products, including olefins, polymers, fertilizers, methanol and other basic chemicals and derivative products. PETRONAS is a fully integrated oil and gas corporation with operations in more than 30 countries around the world. It is wholly owned by the Malaysian government and ranked in the FORTUNE Global 500.
Apr 23, 2010
Cleary Gottlieb represented Samsung Life Insurance in its $4.4 billion initial public offering, the largest IPO ever by a Korean company. Goldman Sachs, Bank of America Merrill Lynch and Morgan Stanley were joint bookrunners for the international tranche of the offering. The IPO priced near the high end of the expected price range on April 23, and the common shares will begin trading on the KRX KOSPI Market of the Korea Exchange on May 12.
Samsung Life Insurance is the leading life insurance company in Korea and is one of the flagship companies of the Samsung Group, which is the largest business group in Korea. The company provided coverage to 12.6 million individuals as of December 31, 2009, representing approximately 26% of the Korean population. As of the pricing date, the company would rank sixth in terms of market capitalization among companies listed on the Korea Exchange.
IPO Deal of the Year, Deal of the Year
(Felda Global Ventures' $5.43 billion IPO)
Islamic Finance News (2013), Asian-MENA Counsel (2013)
South Korea Capital Markets Deal
(Samsung's $1 billion 5-year bond)
International Financing Review (2013)
Best Korea Deal of the Year
(Samsung's $1 billion 5-year bond)
FinanceAsia (2012)
Energy & Natural Resources Deal of the Year
(Shandong Iron & Steel Group's $1.5 billion investment in African Minerals Limited)
China Law & Practice (2012)
#4 in Japanese M&A
Thomson Reuters (First Half 2012) (completed, value)
M&A Deal of the Year (Inbound & Domestic)
(Titan Petrochemicals/Grand China Logistics strategic alliance)
China Business Law Journal (2011)
Infrastructure, Power & Project Finance Deal of the Year
(Sichuan Hongda/Tanzania joint venture)
China Business Law Journal (2011)
Take-Private Deal of the Year
(Funtalk)
China Business Law Journal (2011)
Top Two Global Competition Review Elite Firm
Global Competition Review (2011, 2012)
Debt Market Deal of the Year
(McDonald’s Corporation’s RMB bond offering)
Macallan ALB Hong Kong Awards (2011)
Asia Equity Deal of the Year
(Vale’s listing of Hong Kong Depositary Receipts)
International Financial Law Review (2011)
Best Private Equity Deal
(TPG/Northstar’s acquisition of BFI Finance Indonesia)
FinanceAsia (2011)
Deal of the Year
(UC RUSAL’s Hong Kong IPO)
Asian-MENA Counsel (2011)
Best Korean Deal of the Year
(Samsung Life Insurance's $4.4 billion IPO)
Asian-MENA Counsel (2011), Macallan ALB Hong Kong Awards (2011), FinanceAsia (2010)
Best Malaysian Deal of the Year, Best Equity Deal of the Year
(Petronas Chemicals $4.1 billion IPO)
FinanceAsia (2010), Islamic Finance (2011)
Best Philippine Deal of the Year, Best Sovereign Bond of the Year, Emerging Asia Bond of the Year
(Republic of the Philippines' $1 billion global bond)
FinanceAsia (2010), International Financing Review (2011)
#1 in Worldwide M&A
Thomson Reuters, 2013 Q1 Rankings (Completed, value)
#1 Global Bonds Manager Advisers
Bloomberg, 2013 Q1 Rankings (Volume)
#1 in Emerging Markets M&A
Thomson Reuters, 2013 Q1 Rankings (Completed, value)
#2 Asia Equity & Equity-Related Managers’ Counsel
Thomson Reuters, 2013 Q1 Rankings (Value)
“This impressive US group is a strong competitor in the debt and equity markets in the region, primarily known for its high-quality work in South Korea together with notable activity in China and India. Capital markets also forms a core part of the Hong Kong corporate team’s workload, and the team is frequently called upon to represent issuers and underwriters on a variety of transactions.... Sources say: ‘This firm is proactive and is always trying to protect client’s interests while at the same time being reasonable to other professional parties.’”
Chambers Asia (2013)
“This firm’s offices in Beijing and Hong Kong handle a range of debt and equity work, focusing on Korea and India. The Hong Kong team has 15 Korean-speaking lawyers and is a leader in the market, frequently advising Korean corporations wishing to issue debt domestically and in Singapore. ‘They stand out as issuers’ counsel, especially for Korean entities.’”
Chambers Global (2012)
“Private equity is a core practice area for this stalwart U.S. firm, which has been active in Asia for more than 30 years. Both the Beijing and Hong Kong offices have experienced significant development of late, with new hires and the set up of a Hong Kong law practice. In corporate/M&A matters, the team is active on cross-border deals, representing corporations investing in the PRC and Chinese entities looking to engage in business abroad.”
Chambers Asia (2012)
“Operating out of offices in Hong Kong and Beijing, this firm’s reach extends to South Korea, India, the Philippines and Malaysia, where it is a leading provider of advice on complex corporate matters.”
Chambers Global (2011)
“This firm has been advising on deals in the Philippines for more than 20 years, and is a perennial presence on the country’s most complex deals. Operating from its Hong Kong office, the team has proven expertise, particularly in capital markets transactions and M&A.”
Chambers Asia (2011)
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