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ABU DHABI BRUSSELS DUBAI FRANKFURT HONG KONG LONDON MADRID MILAN<br />

MUNICH NEW DELHI NEW YORK PARIS SINGAPORE STOCKHOLM TOKYO WASHINGTON DC<br />

<strong>About</strong> <strong>Ashurst</strong>


<strong>About</strong> <strong>Ashurst</strong><br />

Contents<br />

1. Firm overview 1<br />

2. Belgium 3<br />

3. France 6<br />

4. Germany 8<br />

5. Hong Kong (in association with Jackson Woo & Associates) 10<br />

6. India 12<br />

7. Italy 14<br />

8. Japan 16<br />

9. Singapore 18<br />

10. Spain 20<br />

11. Sweden 22<br />

12. United Arab Emirates 24<br />

13. United Kingdom 26<br />

14. United States 30<br />

June 2009


www.ashurst.com<br />

<strong>Ashurst</strong> LLP and its affiliated undertakings trade under the name <strong>Ashurst</strong>. <strong>Ashurst</strong> LLP is a limited liability partnership registered in England and<br />

Wales under number OC330252. It is regulated by the Solicitors Regulation Authority of England and Wales. The term "partner" is used to refer to a<br />

member of <strong>Ashurst</strong> LLP or to an employee or consultant with equivalent standing and qualifications or to an individual with equivalent status in one<br />

of <strong>Ashurst</strong> LLP's affiliated undertakings. Further details about <strong>Ashurst</strong> LLP and its affiliated undertakings can be found at www.ashurst.com.<br />

© <strong>Ashurst</strong> LLP 2009 Ref:9458146


1. Firm overview<br />

Senior partner: Charlie Geffen<br />

Managing partner: Simon Bromwich<br />

<strong>About</strong> <strong>Ashurst</strong><br />

<strong>Ashurst</strong> is an elite law firm advising corporates, financial institutions and governments, with<br />

core businesses in mergers and acquisitions, corporate and finance. Our strong and growing<br />

international presence is built on extensive experience in working with our clients on the<br />

complex legal and regulatory issues relating to cross-border transactions. With a team of<br />

over 200 partners and some 800 lawyers worldwide, we provide advice of the highest quality<br />

to organisations around the world.<br />

Services<br />

We have designed our business to meet our clients' needs around the world, where the<br />

changing corporate and regulatory environment is increasing the complexity of the business<br />

landscape and the need for timely and well-judged responses. With our focus on M&A and<br />

corporate and finance, we provide a comprehensive range of complementary integrated<br />

practices in areas including antitrust, real estate, tax, litigation, energy, transport and<br />

infrastructure. Since January 2000, we have advised on several hundred M&A deals, across<br />

jurisdictions, with a total worth of over €400bn. We thrive on the diversity of our expertise<br />

and the range of jurisdictions in which we operate, while maintaining a strong culture of<br />

enterprise and client focus.<br />

Key facts<br />

• Offices in Abu Dhabi, Brussels, Dubai, Frankfurt, Hong Kong, London, Madrid, Milan,<br />

Munich, New York, Paris, Singapore, Stockholm, Tokyo and Washington DC, and a<br />

liaison office in New Delhi.<br />

• Over 200 partners, more than 800 lawyers and some 1,800 people worldwide.<br />

• Competition Team of the Year – Legal Business Awards 2009.<br />

• Capital Markets Team of the Year – British Legal Awards 2008.<br />

• Senior Partner of the Year (Geoffrey Green) – British Legal Awards 2008.<br />

• Corporate and M&A Team of the Year – Financial News Legal Awards 2008.<br />

• Tax Team of the Year – Legal Business Awards 2008.<br />

• Management Partner of the Year (Geoffrey Green) – Legal Business Awards 2008.<br />

• Law Firm of the Year – Legal Business Awards 2007.<br />

• Private Equity Team of the Year – Legal Business Awards 2007.<br />

• Competition Team of the Year (in conjunction with two other law firms) – Legal<br />

Business Awards 2007.<br />

• Real Estate Team of the Year – The Lawyer Awards 2007.<br />

Page 1


<strong>About</strong> <strong>Ashurst</strong><br />

International clients<br />

<strong>Ashurst</strong>'s clients include:<br />

• 3i • IntesaBCI<br />

• ABN Amro • Japan Bank for International Cooperation<br />

• Apax Partners • Johnson & Johnson<br />

• Aventis • J P Morgan<br />

• Banca Commerciale Italiana • Koninklijke Vopak<br />

• Bank of Scotland • Legal & General Ventures<br />

• Barclays Bank • Marriott Hotels<br />

• Bayerische Hypo- und Vereinsbank • Marubeni Corporation<br />

• BNP Paribas • Merrill Lynch<br />

• British Telecommunications • Mitsubishi Corporation<br />

• Celsa • Mitsui & Co., Ltd<br />

• Centrica • Morgan Stanley<br />

• Cinven • Motorola<br />

• Calyon • NM Rothschild & Sons<br />

• CSFB • Nomura<br />

• Deutsche Bank • Oranje-Nassau Energie<br />

• Deutsche Telekom • Repsol<br />

• Dresdner Kleinwort • Rusal<br />

• Electricité de France • SEB Merchant Banking<br />

• Finmeccanica • Siemens<br />

• Ford • SK Telecom<br />

• GE Capital • Skanska<br />

• Gilde Investment Management • Smith & Nephew<br />

• Goldman Sachs • STADA Group<br />

• Hitachi • Sumitomo Corporation<br />

• Hyundai Motors • The Royal Bank of Scotland<br />

• Imerys • Thomson Reuters<br />

• Imperial Tobacco • UBS<br />

Page 2


2. Belgium<br />

Address: Avenue Louise 489, 1050 Brussels<br />

T: +32 (0)2 626 1900 F: +32 (0)2 626 1901<br />

Managing partner: Carl Meyntjens<br />

Overview<br />

<strong>About</strong> <strong>Ashurst</strong><br />

<strong>Ashurst</strong> Brussels opened in 1989 and provides both specialist advice on EU law as well as on<br />

Belgian law to international clients across a wide range of business sectors. There are<br />

currently over 30 lawyers in our Brussels office including nine partners.<br />

Our EU law department is one of the leading practices in Europe and we advise on<br />

competition law, trade and regulatory law and legal aspects of the internal market. We work<br />

with the European Commission, the European Parliament and national competition<br />

authorities to provide a high level of strategic advice to our clients. In addition, we have<br />

extensive experience of advocacy and the conduct of cases before the Courts of First<br />

Instance and Justice in Luxembourg. The Belgian law department provides high-end<br />

specialised advice in M&A, private equity, banking and finance, capital markets, corporate<br />

restructuring, commercial law, intellectual property, employment law and real estate. Our<br />

Belgian lawyers ("advocaten/avocats") are all members of the Brussels bar. We have<br />

represented clients in a number of major deals in Belgium over the last few years including,<br />

most recently, in the first public to private transaction and the largest buy-out in Belgian<br />

financial history. We are involved in complex cross-border transactions working with teams in<br />

our other European offices and elsewhere, and among our clients are Belgian and<br />

international companies, investment funds, investment banks and financial institutions.<br />

Recent highlights<br />

Our recent experience includes advising:<br />

Belgian law<br />

• Ontex on the €908m refinancing and capitalisation of the Ontex Group, comprising a<br />

refinancing of its senior and second lien facilities, an issue of equity underwritten by<br />

Candover and an issue of preferred equity underwritten by Merrill Lynch.<br />

• Candover in relation to the acquisition of Ontex NV through the first €1.1bn leveraged<br />

take-private transaction in Belgium, in what constitutes the largest buy-out transaction<br />

ever in Belgian financial history.<br />

• Lukoil on the Belgian law aspects of its acquisition of a chain of petrol stations in<br />

Belgium, Czech Republic, Slovakia, Poland, Hungary and Finland.<br />

• The European Investment Bank on the financing of the R&D activities of a leading<br />

international pharmaceutical company headquartered in Belgium and specialised in<br />

chemicals, plastics and pharmaceuticals.<br />

Page 3


<strong>About</strong> <strong>Ashurst</strong><br />

• Credit Suisse and Lehman Brothers, financial advisers to Carlsberg AS and<br />

Heineken NV in connection with a £7.8bn offer for Scottish & Newcastle plc.<br />

• Lloyds TSB on the financing of the acquisition of the AS Adventure Group, a specialty<br />

retailer of outdoor equipment and clothing in Belgium, the United Kingdom and the<br />

Netherlands by Lion Capital LLP, a London-based private equity firm.<br />

• Rabobank International, London branch in relation to the €440m and US$357m<br />

refinancing of the Taminco group of companies.<br />

• The Industrial Securities group on the €940m refinancing of its semi-industrial real<br />

estate portfolio.<br />

• Park Lane Investments on the portfolio sale of 14 Belgian properties (mainly offices<br />

and semi-industrial properties) to Hansteen PLC, an English real estate fund.<br />

• The Industrial Securities group on (a) its acquisition from a Belgian holding<br />

company of a portfolio of semi-industrial sites located across Belgium and (b) on the<br />

acquisition of a Belgian-Dutch portfolio of office buildings, semi-industrial sites and<br />

commercial properties across Belgium and the Netherlands through a combined share<br />

and asset purchase structure.<br />

• A leading catering equipment manufacturer in a multi-million euro dispute<br />

relating to the termination of a distributorship.<br />

• A leading coffee machine manufacturer in a dispute related to alleged metal<br />

migration levels in its machines.<br />

EU law<br />

• Total in an appeal against the European Commission decision in the wax producers<br />

cartel.<br />

• The Royal Bank of Scotland in relation to the European Commission decision<br />

prohibiting MasterCard's intra-EEA Multilateral Interchange Fees.<br />

• Enodis in relation to the competing takeover bid and the acquisition of Enodis by The<br />

Manitowoc Company, the winning bidder, for ₤1.154m, which was approved under the<br />

EC Merger Regulation.<br />

• Mittal Arcelor in relation to a renewed Article 81 EC Treaty procedure following the<br />

annulment by the European Court of Justice of the fine in the steel beams cartel case.<br />

• European public service broadcasting in relation to the European Commission<br />

decision in the CISAC case against 24 European collecting societies active in the music<br />

industry.<br />

• Petrochemical Industrial Company in setting up a joint venture with Dow<br />

Chemicals, and obtaining an unconditional clearance under the EC Merger Regulation.<br />

• Arsenal Capital Partners in relation to its acquisition of DSM Special Products B. V.,<br />

which was approved under the EC Merger Regulation subject to commitments following<br />

an in-depth investigation.<br />

Page 4


<strong>About</strong> <strong>Ashurst</strong><br />

• CBI Asbl and ABISP Asbl in an action for annulment of a European Commission<br />

decision rejecting a complaint regarding State aid to public hospitals in the Brussels<br />

region of Belgium.<br />

• The European Commission before the European Court of Justice in the Lombard<br />

Club cartel case in relation to the appeal brought by four Austrian banks against the<br />

European Commission decision.<br />

• WISAG in relation to the acquisition of GlobeGround Gmbh.<br />

• Elefsis Shipyards in relation to its complaint to the European Commission regarding<br />

State aid granted by Greece to Hellenic Shipyards.<br />

• INEOS in relation to its acquisition of BASF's acrylonitrile, adiponitrile and<br />

hexamethylenediamine operations, which was cleared unconditionally under the EC<br />

Merger Regulation.<br />

Page 5


<strong>About</strong> <strong>Ashurst</strong><br />

3. France<br />

Address: <strong>Ashurst</strong> LLP, Avocats au Barreau de Paris, 18, square Edouard VII, 75009 Paris<br />

T: +33 (0)1 53 53 53 53 F: +33 (0)1 53 53 53 54<br />

Managing partner: Frédéric Pinet<br />

Overview<br />

<strong>Ashurst</strong> Paris opened in 1991 and there are currently over 75 lawyers including 18 partners.<br />

Most of the lawyers are Avocats at the Paris Bar and some also have dual qualifications as<br />

solicitors or members of the New York Bar.<br />

A pioneer of private equity transactions and a specialist in mergers and acquisitions and<br />

finance, the Paris office has since expanded its fields of expertise and enjoys a first-rate<br />

reputation in each of its other practice areas: real estate, energy, transport and<br />

infrastructure (ETI), litigation and arbitration, restructuring, competition and EU law, tax,<br />

fund formation and employment.<br />

Our clients in Paris include French and multinational companies, investment funds, banks and<br />

international financial institutions, as well as governments and public authorities. We are<br />

frequently involved in complex cross-border transactions working with teams in our other<br />

offices across Europe, Asia, North America and the Middle East.<br />

Recent highlights<br />

Our recent experience includes advising:<br />

• Veolia Eau on the creation of a joint venture with Mubadala. The joint venture<br />

company will focus on water production and waste water collection and treatment in<br />

the Middle East and North.<br />

• Bain Capital on the €2.2bn sale of the SigmaKalon Group to PPG Industries.<br />

• Mediobanca on the financing of the €1.8bn acquisition by Santé Développement<br />

Europe SAS of blocks of shares in Générale de Santé and of a subsequent takeover bid<br />

for Générale de Santé.<br />

• Charterhouse on the €3.5bn acquisition from PAI Partners of Vivarte, one of France's<br />

leading clothing and footwear retailers. We have since advised Vivarte on the<br />

acquisitions of retailers Super Sport, Défi Mode and Beryl, and Naf Naf, French readyto-wear<br />

clothing brand present in more than 50 countries.<br />

• Morgan Stanley & Co. International Limited on the acquisition by Colony Capital<br />

SAS, Butler Capital Partners and Morgan Stanley & Co. International Limited of Holding<br />

Sports Evénements, owner of Paris Saint-Germain football club from CANAL+, and on<br />

the subsequent acquisition by Colony Capital SAS of Butler Capital Partners' stake.<br />

• Citigroup on the acquisition and financing of two real estate portfolios worth over<br />

€300m.<br />

• Stone Point Capital and Paris Re Holdings Limited on the US$1.6bn acquisition of<br />

French reinsurer AXA RE from AXA.<br />

Page 6


<strong>About</strong> <strong>Ashurst</strong><br />

• Charterhouse in relation to the €4.9bn sale to Texas Pacific Group and Axa Private<br />

Equity of Tower Participations SAS, holding company of TDF SA. <strong>Ashurst</strong> also advised<br />

the investors on the original €1.085bn acquisition of TDF in 2002, and on the<br />

acquisition of France Telecom's remaining 36 per cent stake in TDF in 2005. <strong>Ashurst</strong><br />

advised TDF on the refinancing of TDF's debt, consisting of new €2.22bn syndicated<br />

senior facilities.<br />

• The Royal Bank of Scotland plc on the financing of the €740m acquisition of Médica<br />

by funds advised by BC Partners from Bridgepoint.<br />

• Gate Gourmet on the joint venture between Gate Gourmet and LSG Sky Chefs at<br />

Paris Charles de Gaulle airport.<br />

• The French REIT Société Foncière Lyonnaise on the acquisition of an office building<br />

of 22,000m² in central Paris to be converted into a four-star hotel including the<br />

redevelopment of the building and the lease to the hotel operator.<br />

• Aquiris, the concessionaire formed by Veolia Eau, on the financing of the €260m<br />

Brussels-North wastewater treatment plant, in Belgium.<br />

• Charterhouse and Chequers Capital on HBI's €1.8bn bid for French catering<br />

company Elior, listed on the Paris stock exchange.<br />

• Charterhouse on the €1.1bn acquisition of Cegelec by LBO France from Charterhouse<br />

Development Capital Ltd and CDC Equity Capital.<br />

• The Royal Bank of Scotland plc and Calyon on the €880m refinancing facilities for<br />

Picard Surgelés Group.<br />

• The Royal Bank of Scotland plc on the financing of the €900m acquisition of Frans<br />

Bonhomme by private equity firm Cinven from Apax Partners.<br />

• A'liénor, the concession company established by Eiffage and Sanef, which has been<br />

selected as preferred bidder for the A65 motorway concession between Pau and<br />

Langon, on the structuring and financing of the project (value: €1bn).<br />

• The French Ministry of Transport on the structuring of the "Motorway of the Sea"<br />

PPP project between France and Spain.<br />

• The Royal Bank of Scotland plc on the financing of the upgrade renovation and<br />

operation of the Antibes waste-to-energy plant (South of France).<br />

• TP Ferro, ACS Dragados and Eiffage on the €1.15bn financing of the concession of<br />

the international section of the new high speed railway link between France<br />

(Perpignan) and Spain (Figueras).<br />

• BNP Paribas on the financing of the acquisition of Saur by PAI Partners from<br />

Bouygues, a deal valued at €1.037bn.<br />

• The different auditors and one of the main creditors on the €9bn debt restructuring of<br />

Eurotunnel.<br />

Page 7


<strong>About</strong> <strong>Ashurst</strong><br />

4. Germany<br />

Frankfurt: Oberlindau 54-56, 60323 Frankfurt am Main<br />

T: +49 (0)69 97 11 26 F: +49 (0)69 97 20 52 20<br />

Munich: Prinzregentenstraße 18, 80538 Munich<br />

T: +49 (0)89 24 44 21 100 F: +49 (0)89 24 44 21 101<br />

Head of <strong>Ashurst</strong> Germany: Reinhard Eyring<br />

Managing partner Germany: Peter Junghänel<br />

Overview<br />

<strong>Ashurst</strong> has two offices in Germany in Frankfurt and Munich. Our Frankfurt office opened in<br />

1997 and our Munich office was established in 2001. We currently have 23 partners and over<br />

80 Rechtsanwalt, associates, tax consultants and solicitors across both offices.<br />

Our offices in Germany specialise in providing advice on corporate law, private equity,<br />

corporate finance, M&A, restructuring and insolvency, international finance, structured<br />

finance, real estate, employment law, commercial, intellectual property, media and film, IT,<br />

healthcare, competition and antitrust, public procurement law, energy, projects, tax,<br />

litigation/arbitration, cross-border judicial and arbitration proceedings as well as product<br />

liability<br />

<strong>Ashurst</strong> Germany has extensive experience in working with clients on the complex legal and<br />

regulatory issues relating to domestic and cross-border transactions.<br />

Recent highlights<br />

Our recent experience includes advising:<br />

• Dresdner Bank and Bank of Ireland on the financing of the acquisition of Deutz<br />

Power Systems Group by private equity investor 3i. The total transaction value<br />

amounted to €360m.<br />

• Commerzbank AG, Frankfurt, on its bid for Berlin based Landesbank Berlin Holding<br />

AG (LBB) as part of an auction by the federal state of Berlin.<br />

• STADA Arzneimittel AG as bidder in a bidding process for the generic branch of<br />

Merck. It was finally sold for €4.9bn to the US pharmaceutical company.<br />

• Dubai International Capital on the acquisition of the packaging manufacturer<br />

Mauser AG. The value of the transaction was €850m.<br />

• Kiekert AG on the refinancing of its financial obligations.<br />

• Merlin Entertainment Group and Blackstone with regards to the merger of Merlin<br />

and Tussauds.<br />

• Hikma Pharmaceuticals PLC on the acquisition of Ratiopharm GmbH's subsidiary for<br />

oncological pharmaceuticals. The transaction value was €34.7m.<br />

Page 8


<strong>About</strong> <strong>Ashurst</strong><br />

• Casa Reha and Advent International on the acquisition of the Sozialkonzept-<br />

Gruppe.<br />

• Cazenove AG and West LB with regard to the negotiations on an underwriting<br />

agreement for the IPO of Estavis AG. The transaction value was €92m.<br />

• Advent International on the €865m sale of Sportfive Group to Lagardère SCA.<br />

• Apollo Management LP on its €1.5bn acquisition of the Dutch TNT group's logistics<br />

branch.<br />

• Candover Partners on the sale of its stake in German PVC manufacturer Vestolit<br />

GmbH & Co. KG.<br />

• Merrill Lynch International on the assessment of the takeover of Allgemeine<br />

Hypothekenbank Rheinboden AG.<br />

• Ventizz Capital Fund III Holding Company LL.C. on a private equity investment in<br />

CardFactory AG.<br />

• The joint creditors of Deutsche Nickel/DNICK Ltd., including Bear Stearns, Morgan<br />

Stanley, Goldman Sachs and Varde Partners, in connection with the restructuring of<br />

bonds and loans in the amount of more than €350m as well as the takeover of the<br />

debtor through the use of a cross-border insolvency proceeding.<br />

• Bain Capital in connection with its sale of the Jack Wolfskin Group to Quadriga<br />

Capital.<br />

• Deutsche Bank AG on the issue of Credit and Equity Linked Notes.<br />

• Apollo Management LP on the German law aspects of the financing of Apollo's<br />

acquisition of the worldwide businesses of GE Bayer Silicones and Quartz for<br />

approximately US$4bn.<br />

• RWE Trading GmbH in respect of their global trading in energy derivatives.<br />

• Merrill Lynch International on a €514m CLO issued through Harvest CLO I S.A., the<br />

first European CLO of leveraged loans by a Japanese Bank.<br />

• ALNO AG on the acquisition of Gustav Wellmann GmbH & Co. KG and Casawell<br />

Service GmbH and the subsequent capital increase of ALNO AG and listing of new<br />

shares.<br />

Page 9


<strong>About</strong> <strong>Ashurst</strong><br />

5. Hong Kong<br />

(in association with Jackson Woo & Associates)<br />

Address: Suites 1601-6, 16/F ICBC Tower, 3 Garden Road, Central, Hong Kong<br />

T: +852 2846 8989 F: +852 2868 0898<br />

Managing partner: Robert Ogilvy Watson<br />

Overview<br />

<strong>Ashurst</strong> Hong Kong, in association with Jackson Woo & Associates, opened in November<br />

2008.<br />

Working closely with our offices in Singapore and Tokyo, <strong>Ashurst</strong> Hong Kong builds on our<br />

long association with Asia. Our presence in Hong Kong demonstrates our commitment to<br />

grow our service to our clients in Asia, including the expansion of our existing offices in the<br />

region.<br />

Recent highlights<br />

Our recent experience includes advising:<br />

• ANZ in connection with a Sinosure covered receivable purchase financing for a Chinese<br />

power cable and transmission line manufacturer.<br />

• ABN AMRO Bank N.V. in connection with a US$100m Sinosure covered receivable<br />

purchase financing for Huawei Telecommunications.<br />

• China Development Bank in relation to a US$750m ECB financing for Reliance<br />

Telecom and Reliance Communications in relation to Chinese telecoms equipment.<br />

• Balfour Beatty as constructor and consultant on a transmission line project in Hong<br />

Kong and the securitisation of Hong Kong residential mortgage receivables through the<br />

issue by Dragon MBS Limited of US$49,600,000 and HK$200,350,000 multi-tranche<br />

mortgage-backed floating rate notes.<br />

• China Eastern Airlines on two combined ECA/JLL Airbus financings.<br />

• China Real Estate Opportunities on its admission to AIM.<br />

• The Hong Kong Government on the development of the HK$13bn "cyber-port" to be<br />

developed by Pacific Century Group.<br />

• The Hong Kong Office of the Telecommunications Authority on licensing,<br />

regulatory and competition law matters.<br />

• Hutchison Corporate Access on VSAT regulation in India, Hong Kong and<br />

Singapore.<br />

• Investec Bank in relation to a cash placing in Singapore, Hong Kong and the UK by<br />

RC Group (Holdings).<br />

Page 10


<strong>About</strong> <strong>Ashurst</strong><br />

• KazMunayGaz of Kazakhstan on the CPC pipeline project and its proposed Western<br />

Kazakhstan to China pipeline project.<br />

• Kvaerner plc in connection with the syndicated bonding facility for the Tsing Ma<br />

Bridge.<br />

• Marubeni Corporation on all legal aspects of bidding for the US$106.5m Chengdu<br />

No. 6 water plant B BOT project in Sichuan Province.<br />

• A US refile operator on the regulatory environment pertaining to the provision of<br />

refile services in selected Asian markets, including Hong Kong.<br />

• Chengtian Entertainment Group (International) Holding Company Limited on<br />

its acquisition of shares and convertible notes in Golden Harvest Entertainment<br />

(Holdings) Limited.<br />

• Cheung Kong (Holdings) Limited on its joint venture with Hutchison Whampoa<br />

Limited and the acquisition of real estate assets in Shanghai, China at a total<br />

investment of approximately US$250m.<br />

• China Mining Resources Group Limited on its acquisition of an interest in a<br />

company engaged in exploration and exploitation of natural rutile and production of<br />

related products in China at an aggregate consideration of approximately US$100m.<br />

• Dynamic Holdings Limited on its disposal of a commercial property in Hong Kong<br />

and its acquisition of a commercial property in Shanghai, China for an aggregate<br />

consideration of approximately US$180m.<br />

• Enerchina Holdings Limited on its disposal of shares in Towngas China Company<br />

Limited.<br />

• Enric Energy Equipment Holdings Limited on its listing on The Stock Exchange of<br />

Hong Kong Limited by way of introduction.<br />

• Kailey Enterprises Limited on its disposal of interests in Ritz Carlton Hotel, Hong<br />

Kong.<br />

• Shougang Holding (Hong Kong) Limited on its acquisition of shares in a company<br />

listed in Hong Kong at an aggregate purchase price of approximately US$300m for the<br />

purpose of funding the acquisition of coal mining projects and coal preparation facilities<br />

in China for an aggregate consideration of approximately US$1.3bn.<br />

• Smart Rich Energy Finance (Holdings) Limited on its acquisition of a majority<br />

stake in a coal mine in Mongolia.<br />

Page 11


<strong>About</strong> <strong>Ashurst</strong><br />

6. India<br />

Address: 6 Aurangzeb Road, D-1, New Delhi 110011<br />

All enquiries: Geoffrey Picton-Turbervill or Richard Gubbins in the London office<br />

Overview<br />

<strong>Ashurst</strong> is the only English law firm with an office in India. The liaison office was opened in<br />

New Delhi in 1994 and supports the firm's India practice by assisting in the provision of a<br />

wide range of information, research, fact finding and recommendation and follow-up on the<br />

instruction of local lawyers and other professionals.<br />

All India-related work is handled by <strong>Ashurst</strong>'s experienced India team operating from<br />

London, Frankfurt, Milan, Paris, Singapore and Tokyo. Our India team includes over 30<br />

Indian and English qualified lawyers and advises on the handling and negotiation of bids,<br />

mergers and acquisitions, joint ventures, projects and commercial transactions in a wide<br />

range of sectors, and on understanding strategy and policy in India.<br />

Recent highlights<br />

Our recent experience includes advising:<br />

• Rural Electrification Corporation on its US$400m (£196.80m) flotation on India's<br />

Bombay and National stock exchanges, handling the US securities law aspects of the<br />

float.<br />

• Nicholas Piramal India Limited on its successful acquisition of a manufacturing<br />

facility in the UK from Pfizer Inc, and on subsequent manufacturing and supply<br />

arrangements between the companies.<br />

• Mitsui & Co. on its successful acquisition of a 51 per cent stake in the Sesa Goa<br />

Group, one of India's largest iron ore mining companies.<br />

• Vedanta Resources plc on ongoing projects worldwide including advising on the<br />

issue of its US$725m 4.60 per cent Guaranteed Convertible Bonds due 2026.<br />

• Vedanta Resources plc in relation to bridge facilities used to acquire Finsider<br />

International Resources Limited, the majority shareholder of Sesa Goa Limited, a<br />

company listed on the Mumbai stock exchange and to fund the subsequent public offer<br />

for Sesa Goa shares.<br />

• ICICI Bank on ongoing projects worldwide including advising on total return swaps<br />

entered into by Aban Lloyd over shares in Sinvest SA.<br />

• Bharti Airtel on ongoing projects worldwide.<br />

• iC2 Capital, a UK and Dubai based fund, on its India investment strategy and on<br />

ongoing investments.<br />

Page 12


<strong>About</strong> <strong>Ashurst</strong><br />

• Perseus LLC, a US based fund, on its India investment strategy and on ongoing<br />

investments.<br />

• FI Group PLC on its acquisition of ISS Infotech Limited and related matters, which<br />

was one of the first takeovers of an Indian listed company by an overseas company<br />

under the new Indian Takeover Regulations.<br />

• PowerGen on its participation in the 655 MW Gujarat Torrent Pagathan thermal power<br />

project at Gujarat State, one of the first privately financed power projects in India to<br />

reach financial close.<br />

• The Oil and Natural Gas Corporation of India on farm-in deals in Egypt, Tunisia<br />

and Yemen.<br />

• ONGC Videsh Limited and Mittal Steel on their joint bid, valued at approximately<br />

US$4bn, to acquire PetroKazakhstan Inc.<br />

• Unocal International Corporation on its sale to Burren Energy plc of a 26 per cent<br />

interest in the listed upstream oil and gas company Hindustan Oil Exploration<br />

Company Limited (through the sale of Unocal Bharat Limited).<br />

• Kuwait Petroleum Corporation on its bid to acquire IBP Limited, the Government of<br />

India's downstream retail petroleum company, as part of India's privatisation<br />

programme.<br />

• Reliance Industries Limited on a range of upstream and downstream gas matters<br />

including the development of its KG Block discoveries off the East Coast of India and<br />

the sales, transportation and marketing arrangements for that gas.<br />

• Dresdner Kleinwort Benson Securities Limited in relation to capital market and<br />

brokerage operations in India.<br />

• Domino Printing Sciences Ltd in relation to the purchase of a 100 per cent<br />

shareholding in Domino Printech India Private Limited, an Indian company in the<br />

business of inkjet and laser code printing systems and equipment.<br />

• British Telecommunications in relation to its Indian joint venture (Mahindra British<br />

Telecom), proposed IPO and offer for sale of BT's stake in the Indian joint venture.<br />

• Cinven Limited in relation to its acquisition of a 60 per cent stake in Medimedia<br />

Health Private Limited, an Indian company based in Bangalore.<br />

• Mitsubishi Corporation, Mitsubishi Electric Corporation and Korea Rolling<br />

Stock Corporation in relation to the procurement by Delhi Metro Corporation of<br />

rolling stock for the US$200m New Delhi Metro Project.<br />

• Abbey National on the outsourcing to an Indian service provider in Bangalore of<br />

certain call centre and business process functions. Connected with this project we have<br />

also assisted the client to establish its own Indian operations.<br />

• A major UK call centre operator on a joint venture with an Indian call centre<br />

operator for the outsourcing of certain of its operations including all corporate,<br />

regulatory and services provision advice and for the construction and operation of a<br />

2,000 seat call centre near Mumbai.<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

7. Italy<br />

Address: Via Sant'Orsola, 3, 20123 Milan<br />

T: +39 02 85 42 31 F: +39 02 85 42 34 44<br />

Head of Milan office: Daniele Raynaud<br />

Managing partner: Riccardo Agostinelli<br />

Overview<br />

<strong>Ashurst</strong> Milan (Studio Legale Associato ad <strong>Ashurst</strong> LLP) opened in April 2000 and is a<br />

separate entity affiliated with <strong>Ashurst</strong> LLP. There are currently over 30 lawyers in Milan<br />

including seven partners. The office specialises principally in company and commercial law,<br />

banking and leveraged, international law, tax, employment, intellectual property, insolvency,<br />

administrative and regulatory law, competition/antitrust, telecommunications, environmental<br />

law and both civil and commercial litigation.<br />

<strong>Ashurst</strong> Milan is particularly active in the fields of M&A, private equity, company<br />

restructuring, corporate and acquisition finance, joint ventures, public company work (both<br />

equity and debt, as well as convertible/exchangeable bonds) and in domestic and<br />

international tax planning.<br />

Clients include investment banks, domestic and international financial institutions, insurance<br />

companies, investment trusts, including overseas investment trusts, and domestic and<br />

multinational industrial and commercial companies.<br />

Recent highlights<br />

Our recent experience includes advising:<br />

• Blackstone Capital Partners and Merlin Entertainments on the acquisition of<br />

Gardaland by Merlin Entertainments, the leisure group majority-owned by Blackstone,<br />

from Investindustrial and Aletti Merchant.<br />

• Banca Italease S.p.A. on the €266.5m financing made available by Banca Italease<br />

S.p.A., Unicredit Banca d'Impresa S.p.A. and Banca di Roma S.p.A. to certain closedend<br />

real estate hedge funds managed by Pirelli & C. Real Estate Opportunities -<br />

Società di Gestione del Risparmio S.p.A.<br />

• Banco Popolare di Verona e Novara S.c.r.l., as agent on the €400m long-term loan<br />

granted to Marcegaglia Industrial group.<br />

• Chemring Group plc on the acquisition of the entire issued share capital of Simmel<br />

Difesa S.p.A.<br />

• SG Capital Europe Ltd on the acquisition of Modo & Modo S.p.A. Modo & Modo is the<br />

current manufacturer of Moleskine notebooks, renowned historically as the preferred<br />

notebooks of intellectuals, artists and travellers in Europe.<br />

• Fondiaria-SAI S.p.A. on the joint venture with Banca Italease to develop their<br />

respective core businesses through the acquisition of a part of Fondiaria-SAI's banking,<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

consumer credit and fund management activities, as well as the execution of an<br />

agreement for the distribution of life insurance products through BancaSAI and Banca<br />

Italease.<br />

• Fondiaria-SAI S.p.A. on the acquisition of 51 per cent of the share capital of<br />

FinecoAssicurazioni S.p.A., a non-life insurance company owned by Capitalia S.p.A.<br />

• Milano Assicurazioni S.p.A. on the joint venture with US real estate company, the<br />

Hines Group, to invest in Milan's €600m "City of Fashion" project.<br />

• ING Bank NV, as arranger and global co-ordinator, and BNP Paribas and Banca<br />

Intesa S.p.A. in their capacity as joint mandated lead arrangers, on the €400m<br />

acquisition financing granted to Bridgepoint in relation to the acquisition of the Limoni<br />

group.<br />

• GE Real Estate Italia S.r.l on the acquisition of a 70 per cent stake in the Redwood<br />

closed-end real estate investment fund. The fund, which is open to qualified investors,<br />

owns a real estate portfolio with a total value of €130m and is managed by Valore<br />

Reale SGR. The outstanding 30 per cent stake was acquired by Lehman Brothers.<br />

• GE Real Estate Italia S.r.l. in relation to its first investment in the retail market in<br />

Italy. GE Real Estate Italia has acquired the gallery and medium surfaces of the<br />

Belvedere shopping centre in Melilli, Siracusa, Italy from Auchan S.p.A. and Minoter<br />

S.p.A., and Minoter S.p.A. respectively. The shopping centre is anchored by Auchan.<br />

• Mediobanca - Banca di Credito Finanziario S.p.A. on the financing of part of the<br />

cash consideration, up to around €3.3bn, payable under the mandatory and voluntary<br />

tender offers respectively for ordinary shares and warrants issued by Edison S.p.A.<br />

launched by Transalpina di Energia S.r.l. (indirectly jointly controlled by Aem S.p.A.<br />

and Electricité de France S.A.) in connection with its approximately €7.3bn acquisition<br />

of 100 per cent of the share capital of Edison S.p.A.<br />

• Banco Popolare di Verona e Novara S.c.r.l. on the senior mezzanine financing of<br />

the €300m acquisition of Gardaland S.p.A. by Aletti Marchant, Invest Industrial and J.<br />

Hirsch & Co.<br />

• Terra Firma Capital Partners on the acquisition of two cinema chains, Odeon and<br />

UCI, each for an undisclosed amount.<br />

• Fondiaria-SAI S.p.A. on the launch of a six-year bond issue for approximately<br />

€180m, mandatorily exchangeable into and redeemable by Banca Intesa S.p.A.<br />

ordinary shares.<br />

• BNP Paribas, Barclays Capital, CSFB and The Royal Bank of Scotland on the<br />

leveraged buy-out in relation to the acquisition, by an investors' consortium, of Seat<br />

Pagine Gialle from Telecom Italia for a total of €5.6bn.<br />

• The Royal Bank of Scotland plc as senior lender, The Royal Bank of Scotland plc<br />

and CIBC World Markets PLC, as joint lead mezzanine arrangers, and RBS<br />

Mezzanine Limited and CIBC World Markets PLC, as joint lead PIK arrangers, on<br />

€580m debt facilities in connection with the secondary buy-out of Global Garden from<br />

UBS Capital.<br />

Page 15


<strong>About</strong> <strong>Ashurst</strong><br />

8. Japan<br />

Address: Shiroyama Trust Tower, 30th Floor, 4-3-1 Toranomon, Minato-Ku,<br />

Tokyo 105-6030, Japan<br />

T: +81 3 5405 6200 F: +81 3 5405 6222<br />

Managing partner: John McClenahan<br />

Overview<br />

<strong>Ashurst</strong> Tokyo opened in 1990 (a joint enterprise between <strong>Ashurst</strong> Gaikokuho Jimu Bengoshi<br />

Jimusho and <strong>Ashurst</strong> Tokyo Law Office) and is a separate entity associated with <strong>Ashurst</strong> LLP.<br />

Our Tokyo office has built up a high profile to become one of the leading international law<br />

firms in Japan. <strong>Ashurst</strong> Tokyo provides our clients with both Japanese and English law<br />

capability, further strengthening our practice in both the domestic and international markets.<br />

<strong>Ashurst</strong> Tokyo has over 25 lawyers including five partners. The team has substantial<br />

experience in advising banks, sponsors and contractors on major projects throughout Asia<br />

and the Middle East, particularly in the fields of power, telecommunications, transport<br />

infrastructure, mining, oil and gas and water projects. We also have significant banking and<br />

project finance expertise, having advised on financings throughout Asia. Our Asian offices<br />

work closely together on a wide variety of transactions, not only in their host jurisdiction but<br />

throughout the Asia-Pacific region and the Middle East.<br />

Recent highlights<br />

Our recent experience includes advising:<br />

• Laird Technologies Limited in relation to the merger of Laird Technologies Japan<br />

K.K. (Laird Japan) with Nippon RFI Shielding K.K. (Nippon RFI) and the consolidation<br />

of the businesses of Laird Japan, Nippon RFI and RFI Shielding (Japan) Limited.<br />

• Virgin Holdings SA on the sale of Virgin Cinemas Japan K.K. to Toho Co., Ltd. This<br />

takeover transaction involved the purchase by Virgin Holdings SA of the entire<br />

shareholding of the Virgin Group's cinema business in Japan and subsequent resale.<br />

The value of the transaction remains confidential.<br />

• V2 Music Group Ltd. on the structuring of its Japan music distribution business.<br />

• Virgin Entertainment Japan Ltd. on the investment by Antfactory Japan K.K. and<br />

other institutional investors and related transactions in its Japanese cinemas business,<br />

Virgin Cinemas Japan K.K.<br />

• Japan Leisure Hotels Limited on a placing of its issued and to be issued ordinary<br />

shares, issue of warrants and admission to trading on AIM.<br />

• Brunei Methanol Company Sdn Bhd and its shareholders on the US$360m limited<br />

recourse financing of an 850,000 tonne per year methanol production facility at the<br />

Sungai Liang Industrial Park in Brunei.<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

• Marubeni Corporation and Vivendi for the purpose of establishing a new joint<br />

venture company in Japan to access infrastructure development opportunities<br />

specifically in the water and waste water industries.<br />

• Japan Bank for International Cooperation (JBIC) on the proposed financing of the<br />

new international passenger terminal III at Ninoy Aquino International Airport,<br />

Philippines.<br />

• Mitsui & Co., Ltd on its US$2.3bn acquisition, in a partnership with International<br />

Power plc, of the international generation portfolio of Edison Mission Energy. This deal<br />

was voted Project Finance Deal of the Year 2005 (Japan) by Asian Legal Business<br />

magazine.<br />

• Mitsubishi Heavy Industries, Co. Ltd in relation to its successful tender and<br />

negotiation (together with consortium members Mitsubishi Corporation, Obayashi,<br />

Kajima and Yapi) for the US$3.4bn EPC contract to supply the Dubai Light Rail System<br />

to the Dubai Municipality.<br />

• Japan Bank for International Cooperation (JBIC) in relation to its proposed<br />

participation in the limited recourse financing of the 1400 MW coal-fired Kaeng Khoi II<br />

power plant in Thailand.<br />

• Sumitomo Corporation as contractor in relation to its successful tenders for the EPC<br />

contracts for the 2100 MW (3 x 700 MW) coal-fired power plant at Tanjung Bin, Johor,<br />

and the 1400 MW coal-fired Jimah power plant in Port Dickson and the 750 MW gasfired<br />

Port Dickson Phase II power plant at Port Dickson, all in Malaysia.<br />

• Japan Bank for International Cooperation (JBIC), BNP Paribas and The Bank<br />

of Tokyo-Mitsubishi on the buyer's credit financing of two container vessels for the<br />

Evergreen Group.<br />

• Japan Bank for International Cooperation (JBIC) on the financing for the<br />

construction of the US$412m 716.8 MW Phu My 3 combined gas turbine facility in<br />

Vietnam.<br />

• Asian Development Bank as lead investor for a number of private equity investment<br />

funds with an aggregate value in excess of US$1.2bn including the Actis China Fund II<br />

and the Baring India Private Equity Fund II.<br />

• Mitsui & Co., Ltd and MODEC in relation to the development and financing of the<br />

Baobab FPSO to be located off the Ivory Coast, and the Exeter Mutineer FPSO to be<br />

located off Western Australia.<br />

• Shinsei Bank and Aozora Bank on a number of leveraged finance deals ranging in<br />

value from JPY2bn-5bn.<br />

• The Mitsubishi Trust and Banking Corporation on its proposed investments in a<br />

number of investment funds.<br />

• Aozora Bank as investor in Carlyle Asian Real Estate Partners, L.P. and Union Capital<br />

Partners II, L.P.<br />

• Mitsui, Mitsubishi, Daicel Chemicals and Iino Kauin on the development of a<br />

US$350m greenfield methanol production facility in Saudi Arabia.<br />

• SK Telecom on a unique satellite co-ownership project.<br />

Page 17


<strong>About</strong> <strong>Ashurst</strong><br />

9. Singapore<br />

Address: 55 Market Street, #07-01, Singapore 048941<br />

T: +65 6221 2214 F: +65 6221 5484<br />

Managing partner: Matthew Bubb<br />

Overview<br />

<strong>Ashurst</strong> Singapore opened in 1996 and advises on projects throughout Asia in the banking<br />

and finance, project development, energy and natural resources, infrastructure, dispute<br />

resolution, restructuring and distressed investments, M&A and corporate sectors. Our 25<br />

lawyers in Singapore, including 5 partners, are involved in transactions throughout Asia and<br />

the Middle East, as well as other parts of the world and work with sponsors, lenders, large<br />

regional and international corporates and governments.<br />

Our lawyers are qualified in England, Scotland, Australia, Singapore, New York and India<br />

and speak several languages including Mandarin and Hindi. In particular, the team works<br />

closely with our Hong Kong, Tokyo, New Delhi and Middle Eastern offices to ensure that<br />

specialist skills are available as and where our clients require them.<br />

<strong>Ashurst</strong> Singapore does not currently provide local law advice, rather we work with a number<br />

of local law firms to provide a seamless service to our clients.<br />

Recent highlights<br />

Our recent experience includes advising:<br />

• Hong Kong Shanghai Banking Corporation, Sumitomo Mitsui Banking<br />

Corporation, The Bank of Tokyo Mitsubishi UFJ, Ltd, Dexia Banque<br />

Internationale à Luxembourg S.A. Singapore Branch and DZ BANK AG on the<br />

project financing of the new ITE College West campus in Singapore. ("Asia Counsel<br />

Deal of the Year 2008" and "PPP Deal of the Year (Asia Pacific) 2008" - Project Finance<br />

International Magazine).<br />

• DBS Bank in relation to a $140 million project financing for district cooling facilities to<br />

the Singapore Integrated Resort and other Singapore developments.<br />

• Mitsui and Pertamina and SMBC on the development and financing of a billion dollar<br />

expansion of the Cilacap refinery in Java, Indonesia.<br />

• PowerGas in relation to the development and financing of the Singapore LNG<br />

Terminal (the first LNG receiving terminal in South East Asia) (on-going).<br />

• PowerSeraya Limited, one of Singapore's largest power generators, on a SG$450m<br />

term and revolving credit facility.<br />

• Singapore Sports Hub Consortium (SSHC) lenders on the SG$800m Singapore<br />

Sports Hub project, the largest PPP project to be procured in Asia to date.<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

• Brunei Methanol Company Sdn Bhd and its shareholders on the US$360m limited<br />

recourse financing of an 850,000 tonne per year methanol production facility at the<br />

Sungai Liang Industrial Park in Brunei.<br />

• DBS Bank in relation to its financing of a bid for the new Changi NEWater Project.<br />

• Mitsui & Co., Ltd. as bidder, sponsor and preferred equity financier on the US$6bn<br />

acquisition and financing of 13 power stations from Edison Mission Energy.<br />

• The Government of Hong Kong in connection with the HK$16bn "Cyberport" project<br />

being developed by Pacific Century CyberWorks in Hong Kong.<br />

• Japan Bank for International Cooperation (JBIC) on the financing of the Kaeng<br />

Khoi II gas-fired power project in Thailand.<br />

• Singapore Mass Rapid Transit on its maiden S$500m non-secured bond issue.<br />

• SOCO International plc on the disposal of its oil and gas assets in Mongolia to a<br />

Chinese state-owned enterprise.<br />

• Japan Bank for International Cooperation (JBIC) and 16 other commercial banks<br />

on a US$810m financing of six LNG tankers for six Malaysian borrowers.<br />

• Japan Bank for International Cooperation (JBIC) as the largest lender on the Phu<br />

My III Power Project in Vietnam.<br />

• A subsidiary of Kuwait Petroleum Corporation on the US$3bn development and<br />

financing of four associated petrochemical projects in Kuwait.<br />

• An Indonesian investment company in its acquisition of two power stations in<br />

Indonesia and China from Singapore Power International.<br />

• ANZ Bank on the financing of the new multi-use terminal at Adelaide Airport.<br />

• The Combined Steering Committee in the US$12bn debt restructuring of Asia Pulp &<br />

Paper.<br />

• The Government of Cambodia on oil and gas development in maritime territory the<br />

subject of dispute with Thailand and the establishment of a hydrocarbon joint<br />

development zone.<br />

• Japan Bank for International Cooperation (JBIC) as lender to the Mindanao IPP in<br />

the Philippines.<br />

• Marubeni Corporation on the US$1.2bn restructuring of the Chandra Asri<br />

Petrochemical Project in Indonesia.<br />

• International Finance Corporation and ING Bank as financiers to the Gul Ahmed<br />

IPP in Pakistan, including consideration of possible Islamic financing structures.<br />

• Kuwait Petroleum Corporation on the import of gas from Qatar and Iran and the<br />

associated development of undersea pipelines.<br />

• ONGC–Videsh on the acquisition of an interest in the Kurmangazy field located within<br />

the Russia/Kazakhstan joint development area in the Caspian Sea.<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

10. Spain<br />

Address: Alcalá, 44, 28014 Madrid<br />

T: +34 91 364 9800 F: +34 91 364 9801/02<br />

Managing partner: Gonzalo Jiménez-Blanco<br />

Overview<br />

<strong>Ashurst</strong> Madrid opened in January 2001 and currently has around 58 lawyers, including<br />

seven partners, and a senior economist who is Director of Competition. The office specialises<br />

in company law, M&A and private equity, leveraged, structured and acquisition finance,<br />

project finance, capital markets, tax, real estate, competition law, employment, insolvency<br />

and restructuring, litigation and arbitration across a variety of sectors including<br />

telecommunications, media and technology and energy, transport and infrastructure.<br />

<strong>Ashurst</strong> Madrid has advised national and international clients in the main industry sectors<br />

and has a strong and active domestic client base of corporates, banks and institutions.<br />

Our team comes from a diversity of backgrounds, complementing each other in their skills<br />

and experience base. The majority come from leading Spanish and international law firms,<br />

but a number of them also have specialist experience from having worked for public<br />

administrations, government bodies, banks and corporates.<br />

Recent highlights<br />

Our recent experience includes advising:<br />

• Sun Capital Partners and Pearl Group on the acquisition of 1,152 freeholds<br />

comprising substantially all the bank branch network of Banco Santander for a cash<br />

consideration in excess of €2bn.<br />

• National Express on its €659m acquisition of Continental Auto.<br />

• Aviva International Holdings Limited on the establishment of a joint venture with<br />

Caja de Ahorros de Murcia to provide life assurance services to Spanish customers.<br />

• Inmobiliaria Chamartín, S.A. on the €520m acquisition financing of the Portuguese<br />

group Amorim, a leading real estate company in Portugal.<br />

• Telefónica Publicidad e Información, the Spanish telephone directories listed<br />

company, in relation to the €1.838bn acquisition by Yell Group Plc, the UK-based<br />

international directory, of 59.9 per cent of the share capital.<br />

• Barclays Capital and The Royal Bank of Scotland on the acquisition of USP<br />

Hospitales by CINVEN.<br />

• TA Associates on the €153m leveraged buy-out of eDreams, the fastest growing<br />

online travel company in Southern Europe. This is the largest e-commerce LBO in<br />

Southern Europe to date.<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

• Vista Capital on the financing and certain corporate aspects of the acquisition of<br />

Indas.<br />

• Barclays Bank in relation to the €1.215bn financing of the bid by Constructora San<br />

José for Parquesol Inmobiliaria, S.A.<br />

• Royal Bank of Scotland, Caja Madrid and BBVA in relation to the €138m project to<br />

design, construct, operate, maintain and finance the Plaza Castilla interchange station<br />

in Madrid.<br />

• Hines Group and CalPERS in relation to the structuring, financing and setting up of a<br />

joint venture to invest US$1bn in residential holiday projects on the Spanish sunbelt.<br />

• Apax Partners España, S.A. in relation to the acquisition and financing aspects of<br />

the €900m management buy-out of the Spanish food company, Panrico, S.A.<br />

• J.P. Morgan plc, ING Bank N.V. London Branch and The Royal Bank of Scotland<br />

plc in relation to the €1.36bn financing of the acquisition by Permira and PAI of<br />

Spanish listed company Cortefiel, S.A.<br />

• Crédit Suisse First Boston, Barclays Capital, Merrill Lynch International, J.P.<br />

Morgan Plc and The Royal Bank of Scotland plc in relation to the €4bn-plus<br />

financing of the acquisition by BC Partners and Cinven of Spanish-based Amadeus<br />

Global Travel Distribution, a listed company.<br />

• Sevilla FC and Santa Mónica Sports before the Commercial Courts and the<br />

Competition Authorities in relation to an abuse of dominance and an anticompetitive<br />

agreement in the market for football television rights in Spain, and a related merger<br />

filing.<br />

• The TP Ferro Consortium, comprising the ACS, Dragados and Eiffage groups, on the<br />

second Perpignan to Figueras high speed rail link project between France and Spain,<br />

valued at €1.15bn.<br />

Page 21


<strong>About</strong> <strong>Ashurst</strong><br />

11. Sweden<br />

Address: Birger Jarlsgatan 6B, Box 55564, 102 04 Stockholm<br />

T: +46 (0)8 407 24 00 F: +46 (0)8 407 24 40<br />

Head of Stockholm office: Jonas Bergh<br />

Managing partner: Katarina Goulet<br />

Overview<br />

<strong>Ashurst</strong> Stockholm (<strong>Ashurst</strong> Advokatbyrå AB) opened in January 2007 and is a separate<br />

entity affiliated with <strong>Ashurst</strong> LLP. There are currently 35 lawyers in Stockholm including four<br />

partners. The office specialises in all aspects of M&A and private equity transactions, capital<br />

markets, general corporate and company/commercial law matters, international finance and<br />

real estate.<br />

In addition, our lawyers have expertise in litigation, EC and competition law, employment<br />

law as well as in information technology, intellectual property and commercial contracts.<br />

<strong>Ashurst</strong> Stockholm advises both national clients and international clients with interests in the<br />

Nordic region.<br />

Recent highlights<br />

Our recent experience includes advising:<br />

• The Royal Bank of Scotland plc on the £237m financing of the acquisition of<br />

Tunstall Group Holdings Limited by Charterhouse Capital Partners.<br />

• EQT and Investor on the privatisation of Vin & Sprit for a value of SEK55bn<br />

(unsuccessful bid).<br />

• Kungsleden AB on its acquisition of a portfolio of real properties for a deal value of<br />

SEK955m.<br />

• Bank of America and JPMorgan Chase Bank on the financing of Nasdaq's bid on<br />

OMX AB.<br />

• Kungsleden AB on their acquisition of a portfolio of real properties for the deal value<br />

of SEK180m.<br />

• Valad Properties on its acquisition of a portfolio of real properties for a deal value of<br />

SEK2.4bn.<br />

• Arvid Nordquist H.A.B. on its sale of real estate for a deal value of SEK225m.<br />

• Kungsleden AB on its acquisition of a portfolio of real properties for a deal value of<br />

SEK152m.<br />

• Kungsleden AB on its acquisition of a portfolio of real properties for a deal value of<br />

SEK125m.<br />

Page 22


<strong>About</strong> <strong>Ashurst</strong><br />

• Kungsleden AB on its acquisition of a portfolio of real properties for a deal value of<br />

SEK175m.<br />

• The shareholders of Malå Geoscience Förvaltnings AB on their SEK100m sale to<br />

Guideline Oil Drilling Technology.<br />

• ICA Fastigheter Sverige AB on the sale of a portfolio of real properties for a value of<br />

SEK199m.<br />

• Cinven on the €540m secondary buy-out of Coor Service Management Group.<br />

• ICA Fastigheter Sverige AB on the disposal of 28 store properties located around<br />

Sweden for a value of SEK601m.<br />

• Deutsche Bank on the planned IPO of a Danish Healthcare company on the<br />

Copenhagen Stock Exchange.<br />

• Société Général as senior lender and ICG as mezzanine lender in connection with the<br />

financing of 3i's acquisition of Inspecta.<br />

• SEB and Swedbank as senior lenders, ICG as mezzanine lender and ICG as junior<br />

mezzanine lender in connection with the financing of Altor Equity Partner's acquisition<br />

of the Q-MATIC/QM-group.<br />

• ICA Fastigheter Sverige AB on the sale of two real properties to Standard Life<br />

Investments European Property Growth Fund for a value of SEK237m.<br />

• Prudential Property Investment Managers on the SEK380m purchase of building<br />

on behalf of M&G European Property Fund.<br />

• Kungsleden AB on the SEK532m acquisition of eight logistics properties.<br />

• TeliaSonera against Tele2 regarding compensation for co-ordinated traffic of<br />

telecommunication. Tele2 has been ordered to compensate TeliaSonera with<br />

approximately SEK600m, including interest.<br />

• Deutsche Bank and UBS on the €2.1bn accelerated bookbuild for the Kingdom of<br />

Sweden's shares in TeliaSonera AB.<br />

• Kaye Scholer (US law firm) in connection with Jarden Corporation's US$400m<br />

acquisition of Pure Fishing Inc.<br />

• Holiday Club Sweden AB on the SEK1.5bn establishment of a hotel resort in<br />

Västervik, Sweden.<br />

• SEB, DnB/NoR and Nykredit as senior lenders and SEB and ICG as mezzanine<br />

lenders in relation to the separation of Duni and deSter and subsequent refinancing.<br />

• Kungsleden on the SEK232m acquisition of two real properties.<br />

• Fred Olsen Production ASA on its US$190m private placement.<br />

• Apax Partners on the €2.85bn sale of Mölnlycke Health Care to Investor AB and<br />

Morgan Stanley.<br />

• Northern European Properties on the €162m IPO on AIM.<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

12. United Arab Emirates<br />

Abu Dhabi: Regus Al Bateen Business Centre, PO Box 113100, Building C6,<br />

Bainunah (34th) Street, Abu Dhabi<br />

T: +971 (0)2 406 9866 F: +971 (0)2 406 9840<br />

Managing partner: David Wadham<br />

Dubai: Level 5, Gate Precinct Building 3, Dubai International Financial Centre,<br />

PO Box 119974, Dubai<br />

T: +971 (0)4 365 2000 F: +971 (0)4 365 2050<br />

Managing partner: Nick Bryans<br />

Overview<br />

<strong>Ashurst</strong> has two offices in the United Arab Emirates. One in Abu Dhabi and the other in<br />

Dubai. <strong>Ashurst</strong> Abu Dhabi opened in June 2008 and <strong>Ashurst</strong> Dubai in September 2005 and,<br />

working closely together, they represent the firm's interests in the Middle East.<br />

<strong>Ashurst</strong> has a long association with the Middle East, spanning nearly 100 years of the firm's<br />

history. The Middle East is a key market for many businesses, and our presence in Abu Dhabi<br />

and Dubai is a reflection of our commitment to the region.<br />

Across the firm we have a team of experienced lawyers who have worked extensively on<br />

deals involving the Middle East and who can offer a wealth of practical advice to clients in a<br />

wide range of business sectors.<br />

With a team of lawyers including six partners, the focus of <strong>Ashurst</strong> in the UAE is on energy,<br />

transport and infrastructure projects, corporate finance and international structured finance.<br />

As a leading full service international legal practice, we are able to offer a full range of legal<br />

services to our clients, including (in addition to those above), real estate, litigation and<br />

arbitration, trade finance, regulatory, commercial and tax.<br />

Recent highlights<br />

Our recent experience in the Middle East includes advising:<br />

• Serco plc as the preferred bidder to operate and maintain the first two lines of Dubai's<br />

new Metro system.<br />

• Calyon, Citigroup and Sumitomo Mitsui Banking Corporation as structuring<br />

banks and Japan Bank for International Cooperation on the successful financing<br />

of the Fujairah F3 independent water and power project in the Emirate of Fujairah,<br />

United Arab Emirates.<br />

• Dubai International Capital LLC (DIC) on the €850m acquisition of the packaging<br />

manufacturer Mauser AG from One Equity Partner.<br />

• Airport International Group P.S.C. on the financing of the Queen Alia International<br />

Airport in Amman, valued at US$680m.<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

• Dubai International Capital LLC (DIC) through to the last round of the bidding<br />

process for ista International GmbH.<br />

• Arab Banking Corporation on its bids to acquire Sahara Bank and Al Wahda Bank.<br />

• JP Morgan Cazenove in respect of the AIM IPO of Lamprell and Lamprell's move to<br />

the Official List.<br />

• Hikma Pharmaceuticals Plc, the multinational pharmaceuticals group, on its<br />

acquisition of Arab Pharmaceutical Manufacturing Company (APM) for a total cash<br />

consideration of US$163.6m.<br />

• Calyon, Citigroup and Sumitomo Mitsui Banking Corporation as structuring<br />

banks and Japan Bank for International Cooperation (JBIC) on the successful<br />

financing of the Fujairah F2 independent water and power project in the Emirate of<br />

Fujairah, United Arab Emirates.<br />

• Mitsubishi Heavy Industries as preferred bidder in relation to the US$3.4bn Dubai<br />

Metro project.<br />

• Petrochemical Industries Company (K.S.C.) (PIC) of Kuwait, a wholly-owned<br />

subsidiary of Kuwait Petroleum Corporation, on the formation of two significant new joint<br />

ventures in the petrochemicals sector. PIC and The Dow Chemical Company (Dow) have<br />

formed two 50/50 global joint ventures in Canada and Europe through the sale by Dow<br />

to PIC of a 50 per cent interest in its Canadian ethylene glycol assets, and a 50 per cent<br />

interest in its PET/PTA business which includes assets in Germany and Italy.<br />

• PIC in relation to the US$2.5bn expansion of the Equate petrochemical project in<br />

Kuwait and new styrene monomer production facility, also undertaken as a joint<br />

venture between PIC and Dow. <strong>Ashurst</strong> has also been advising on the US$1bn<br />

aromatics project being developed by PIC in Kuwait. Together, this is one of the<br />

largest combined petrochemical projects underway in the Middle East (involving, in<br />

fact, five interrelated projects).<br />

• Kuwait Petroleum Corporation on a major project to import gas from Iran through<br />

a sub-sea pipeline across the Gulf. We have been closely involved in this project since<br />

its inception, and this work follows our extensive involvement in the project to import<br />

pipeline gas from Qatar.<br />

• Sumitomo Chemical Co., Ltd. in relation to joint venture and supply contract<br />

negotiations with Saudi Aramco, project development and financial structuring of the<br />

refurbishment, expansion and development of a US$5bn refined product and<br />

petrochemical facility in Saudi Arabia.<br />

• The Japanese consortium JAMC (owned by Mitsui & Co., Ltd, Mitsubishi<br />

Corporation, Daicel Chemical Industries and Iino Kauin) on their investment in<br />

and the limited recourse financing of a US$380m methanol production facility in Al<br />

Jubail, Saudi Arabia.<br />

• The State of Kuwait on the inter-governmental agreement and associated<br />

international law issues underlying its offshore joint development area arrangements<br />

with Saudi Arabia as part of a renegotiation of Kuwait's concession contracts. We also<br />

advised as part of this project on the development of a framework between the States<br />

for co-operation and facilitation of projects developed within the same area and scope<br />

of the inter-governmental agreement and on a US$750m financing sourced from a<br />

syndicate of Japanese banks.<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

13. United Kingdom<br />

Address: Broadwalk House, 5 Appold Street, London EC2A 2HA<br />

T: +44 (0)20 7638 1111 F: +44 (0)20 7638 1112<br />

Senior partner: Charlie Geffen<br />

Managing partner: Simon Bromwich<br />

Overview<br />

<strong>Ashurst</strong> London has over 100 partners and around 500 other lawyers. Our areas of expertise<br />

include:<br />

• Competition and EU law<br />

− anti-competitive practices, abuse of<br />

dominance and monopoly abuse<br />

− brand and intellectual property rights<br />

− business strategies and compliance<br />

programmes<br />

− cartel investigations<br />

− commercial agreements<br />

− litigation and dispute resolution<br />

− lobbying<br />

− mergers, acquisitions and joint ventures<br />

− public procurement<br />

− state aid<br />

− trade law<br />

− utilities regulation<br />

• Corporate<br />

− corporate advice<br />

− corporate derivatives<br />

− equity capital markets<br />

− financial institutions<br />

− hedge funds<br />

− investment funds<br />

− M&A and corporate finance<br />

− prime brokerage<br />

− private equity and buy-outs<br />

− restructuring and special situations<br />

− sport<br />

− US securities and M&A<br />

• Employment, incentives and pensions<br />

− employee benefits and incentives<br />

− employment<br />

− pensions<br />

• Energy, transport and infrastructure<br />

− energy<br />

− environmental and health & safety<br />

Page 26<br />

− PFI/PPP<br />

− public international law<br />

− transport<br />

• International finance<br />

− leveraged finance<br />

− project finance<br />

− real estate finance<br />

− securities and structured finance<br />

• Litigation<br />

− banking and finance<br />

− commercial<br />

− contentious construction<br />

− energy, transport and infrastructure<br />

− Competition and EU<br />

− financial regulatory<br />

− insolvency<br />

− intellectual property and information<br />

technology<br />

− international arbitration<br />

− product liability and environmental<br />

− real estate<br />

− tax<br />

• Real estate<br />

− construction<br />

− development<br />

− investment sales and purchases<br />

− leasing<br />

− planning and public sector<br />

− portfolio management<br />

− real estate finance and funds<br />

− real estate partnerships<br />

− urban regeneration


• Tax<br />

− acquisition structuring<br />

− international holding and financing<br />

structures<br />

− private equity<br />

− stamp duty<br />

− structured products<br />

− VAT<br />

Recent highlights<br />

Our recent experience includes advising:<br />

• Technology and commercial<br />

− commercial contracts<br />

− communications<br />

− healthcare<br />

− information technology<br />

− intellectual property<br />

− outsourcing<br />

<strong>About</strong> <strong>Ashurst</strong><br />

• Apax Partners on the £1bn offer by Eden Bidco, a newly incorporated company<br />

formed by funds advised by Apax and Guardian Media Group for the entire issued and<br />

to be issued share capital of Emap plc.<br />

• The underwriters on Imperial Tobacco Group PLC's proposed £5.4bn rights issue to<br />

fund its recommended cash offer for Altadis.<br />

• Ambac, FSA and EIB as funders, Deutsche Bank and Morgan Stanley as the lead<br />

underwriters as well as the security trustee on the Barts and The Royal London<br />

Hospitals PFI Project valued at approximately £1bn.<br />

• Goldman Sachs consortium on its £10bn bid for BAA plc.<br />

• Goldman Sachs & Co., which acted as financial adviser to NTL Incorporated (ntl), in<br />

connection with ntl's recommended cash offer with share or share and cash alternative<br />

offers, for the issued and to be issued share capital of Virgin Mobile Holdings (UK) plc<br />

(Virgin Mobile).<br />

• Gala on its £2.18bn acquisition of bookmaking chain Coral Eurobet, creating a £4bnplus<br />

gambling group.<br />

• Credit Suisse First Boston International, Barclays Capital, Merrill Lynch<br />

International, J.P. Morgan plc, and The Royal Bank of Scotland on the €4.3bn<br />

financing of the acquisition of Amadeus in Spain's largest leveraged buy-out.<br />

• Citigroup Global Markets and Goldman Sachs International on Telefónica's<br />

agreed £17.7 bn takeover of O2 plc.<br />

• Barclays Capital on its provision of £1.35bn of debt financing for the buy-out of the<br />

Automobile Association (AA).<br />

• RR Donnelley & Sons Company on its US$990m acquisition of The Astron Group.<br />

• US drinks company Constellation Brands in relation to its preliminary approach to<br />

Allied Domecq plc.<br />

• Deutsche Börse on its proposed offer for the London Stock Exchange.<br />

• Revival Acquisitions Limited in relation to its £9bn offer for Marks and Spencer plc.<br />

• Catlin Group Limited on its IPO and London Stock Exchange listing.<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

• Weetabix in relation to the agreed sale of the British breakfast cereal company to<br />

Latimer Acquisitions, for approximately £642m.<br />

• Debenhams Plc in connection with offers for the company, including the accepted<br />

offer of £1.72bn from CVC Capital Partners, Texas Pacific Group and Merrill Lynch<br />

Global Private Equity.<br />

• Wm Morrison Supermarkets Plc in relation to its £2.9bn recommended offer for<br />

Safeway plc.<br />

• BNP Paribas, Barclays Capital, CSFB and The Royal Bank of Scotland in relation<br />

to a private equity consortium's agreed purchase of yellow pages business Seat Pagine<br />

Gialle from Telecom Italia. This is one of Europe's largest ever buy-outs.<br />

• Railtrack Group on the sale of Railtrack Plc and the return of capital to shareholders.<br />

• 3i Group, Providence Equity Partners and David Elstein on the US$242m<br />

acquisition of Crown Media Holdings' international business. The acquisition includes<br />

the international versions of the Hallmark Channel distributed outside the United<br />

States to 152 countries, the international rights to the Crown Media library and a<br />

state-of-the-art broadcast facility in Denver, Colorado, which continues to distribute<br />

the channels across the world.<br />

• Terra Firma Capital Partners in relation to its acquisition of two of the UK's largest<br />

cinema chains, Odeon and UCI, for an undisclosed amount.<br />

• Blackstone Group International on the acquisition of the Southern Cross care<br />

homes group from West Private Equity for £162m.<br />

• State Street in relation to contracts to provide investment operations services to AXA<br />

Investment Managers for more than €300bn assets under management.<br />

• Deutsche Bank AG London as the arranger of Jazz CDO II B.V., the second cutting<br />

edge hybrid funded and synthetic collateralised debt obligation (CDO) for asset<br />

manager AXA Investment Managers Paris S.A.<br />

• A consortium comprising Sodexho Alliance S.A., Interserve plc and The Royal<br />

Bank of Scotland, in connection with a major private finance initiative (PFI) prison<br />

project in Ashford, Middlesex.<br />

• The banks in connection with TLLC Limited's £712m acquisition of Travelodge and<br />

Little Chef from Compass Group, the world's largest food service company.<br />

• The arranger of and investors in Tottenham Hotspur Football Club's £75m<br />

securitisation. This is the largest ever privately placed bond issue by a football club in<br />

Europe.<br />

• Westfield Shoppingtowns Limited on the £2bn development of the 150 acre<br />

Stratford City and the Olympic Village site and the £2bn development of Westfield<br />

London, a shopping centre development at White City.<br />

• The IO Group on the structuring and establishment of EHI Fund, a high income fund<br />

investing in industrial real estate in Holland, Denmark, France and Germany, worth<br />

approximately €700m.<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

• Centrica plc on the acquisition of a 60 per cent interest in Humber Power Limited<br />

which owns and operates the 1260 MW gas fuelled Humber Power Plant in<br />

Stallingborough, North-East Lincolnshire.<br />

• Debswana Diamond Company (Proprietary) Limited, a joint venture between De<br />

Beers and the Government of Botswana, on the US$18.4bn take private of De Beers.<br />

• United News & Media (now United Business Media) on the sale of Express<br />

Newspapers to Northern & Shell.<br />

• Barclays Capital, Merrill Lynch International and UBS Warburg on their provision<br />

of finance to the Ineos Group for the purposes of a cross-jurisdictional corporate<br />

reorganisation, refinancing of existing debt (including funding a tender for a bond) and<br />

acquisition of businesses in Germany and the US.<br />

• Reuters on a £50m p.a. global outsourcing of IS&T functions to Fujitsu Services<br />

Group.<br />

• Silence Therapeutics on its collaboration with AstraZeneca, generating up to<br />

US$400m.<br />

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<strong>About</strong> <strong>Ashurst</strong><br />

14. United States<br />

New York: 1 Penn Plaza, 36th Floor, New York, NY 10119<br />

T: +1 212 245 4540 F: +1 212 245 4335<br />

Office head: William Gray<br />

Washington DC: 1725 I St NW, Suite 300, Washington, DC 20006<br />

T: +1 202 349 1111 F: +1 202 349 3838<br />

Office head: Scott Faga<br />

Overview<br />

<strong>Ashurst</strong> New York opened in January 2000 in midtown Manhattan. The office provides a US<br />

base for the firm's worldwide clients, giving them easy access to lawyers in our European<br />

and Asian offices and providing more immediate "face to face" advice and assistance on<br />

English and European matters during US hours. The office enables <strong>Ashurst</strong> to build on our<br />

existing relationships and to work closely with local law firms as required.<br />

In March 2009 <strong>Ashurst</strong> expanded its offering to include US structured finance capabilities. An<br />

expert team of specialists provide advice in a wide variety of structured products, including<br />

credit and equity derivatives, distressed debt, municipal bonds, structured lending, funds,<br />

CLOs/CDOs, general US securities advice, tax issues and ERISA.<br />

<strong>Ashurst</strong> Washington DC opened in March 2009 with a team of lawyers providing corporate<br />

finance and structured finance advice. The office advises on a wide variety of structured<br />

products including credit, equity and other derivatives, distressed debt, municipal bonds<br />

(including gas prepay transactions), structured lending, funds, CLOs/CDOs, tender option<br />

bond programmes, liquidity facilities and credit enhancement, general US securities advice<br />

and tax issues. In addition, the office advises on a wide range of lending transactions<br />

(including acquisition, senior syndicated, mezzanine, asset-based financings and repo<br />

financings) and corporate finance transactions (involving both equity and debt).<br />

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