Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Baker & McKenzie featured on a number of headlining deals in capital markets, bank lending and corporate transactions this year.

Bank of Taiwan offered the firm roles in two syndicated loans including a dual tranche facility for President Fair Development, consisting of a NT$6.7 billion (US$203.9 million) ten-year term loan and a NT$475 million (US$14.5 million) five-year revolver. The firm also featured on another loan facility: the NT$6.5 billion (US$197.9 million) five-year revolving credit for Uni-President Enterprises, where bookrunners included Bank of Tokyo-Mitsubishi, First Commercial Bank, Mega International Commercial bank and Mizuho Corporate Bank.

The firm acted for E. Sun Financial Holding on the issuance of US$200 million European convertible bonds, 99% of which were subscribed by Morgan Stanley Private Equity. Goldman Sachs also engaged the firm to advise its role as underwriter in the US$48.5 million offering of global depositary receipts by Gintech Energy Corporation.

The firm worked on several M&A deals within the technology industry, such as the counsel for Teco Electric and Machinery in the issuance of NT$386 million (US$11.7 million) new shares by VMAX Telecom to Intel Capital. It also provided advice to Prime View International on a court-supervised W260 billion (US$212 million) acquisition of Korean company, BOE Hydis Technology.

Justin Liang heads up the banking and project finance team. Wayne Yang also advised a number of banking clients. The firm’s M&A practice is led by Michael Wong, and Stacey Lee is head of the securities department. Other leading individuals include Wen-Yen Kang and Alex Chiang, who worked on corporate and capital markets transactions.

Chen & Lin has seen steady growth, particularly in its capital markets and banking practice. This year saw it acting as counsel for issuers in some share offering deals, such as Sunrex Technology’s US$23 million GDR offering and the US$9 million common shares issuance by Novatek Microelectronics for its merger with Cheertek Incorporation.

The firm also worked on an acquisition financing deal, representing Transpac Capital on a US$150 million financing for the acquisition and restructuring of Eastern Home Shopping & Leisure. It also provided advice to the borrower on the US$250 million acquisition of Eastern Home Shopping & Leisure. Also counselling the borrower, the firm acted on the US$185 million financing for NexPower Technology. Bank lenders include Bank of Taiwan, Chinatrust Commercial Bank and First Commercial Bank.

The firm was also heavily involved in the technology industry, acting for ITE Technology on the US$220 million merger with Usbest Technology, Smedia Technology and Chip Advanced Technology. It also represented Unimicron Technology in the $230 million merger with Phoenix Precision Technology.

Jennifer Wang and Che-Hung Chen are two well respected partners of the firm.

Formosa Transnational boasts a long-established reputation in dispute resolution, which brings several roles for the firm in restructuring proceedings for Japanese companies in the telecommunications and manufacturing sectors, valued at ¥ 66.5 million (US$684 million) and NT$2 billion (US$60.9 million) respectively.

Local security companies called on the firm on a NT$4 billion (US$17.4 million) syndicated loan to eight Taiwanese banks. The firm also worked for foreign banks on business expansion in Taiwan, such as the establishment of local branches for a US bank.

With its solid Japanese client base, the firm assisted a group of Japan-based companies on the formation of joint ventures in Taiwan, across wafer probing services and electronic devices industries. It is also acted for a local company on the NT$572 million share transfer purchases and termination of its joint venture with a US electric company.

Chun-yih Cheng heads up banking and finance as well as M&A activities. Rick Lee is also active in several corporate transactions.

Formosan Brothers has featured on several M&A deals, often acting as counsel for Japanese clients. The firm has acted on share purchases and acquisitions of Taiwanese companies in the chemical and steel industries. Local financial institutions also turned to the firm on the acquisition of a US mutual fund and cross broader transactions with US investment banks.

The firm maintained a close relationship with government bodies. It worked on several research projects relating to M&A activities in financial institutions and companies for the Banking Bureau, Financial Supervisory Commission and the Ministry of Economic Affairs.

Formosan was also visible in the real estate sector, offering advice to construction companies on IPOs and assisting listed companies on stock conversion from the Taiwan Stock Exchange to OTC (over-the-counter) managed stocks.

Peter Chen led the banking, project finance and capital markets practice, with support from Jeffrey Chang and Chung-Chiang Lai. Li-Pu Lee heads up the M&A team.

With a well-established corporate practice, Jones Day also had a strong year across its capital markets, banking and finance practices.

The firm was found on several sales of non-performing loan (NPL) deals, such as the counsel for Capmark Financial on the disposal of US$70 million remaining NPL and real estate portfolios. It also assisted a US private equity fund on the participation loan to a local asset management company to finance the purchase of NPL, valued at NT$1.5 billion (US$45.8 million).

Jones Day played key roles on several Taiwan IPOs, such as representing CSBC Corporation on its NT$4.8 billion (US$146.4 million) IPO, and advising Neo Solar Power on its NT$155 million (US$4.7 million) offering. Two offshore winery and plastics companies also consulted the firm on their proposed IPOs.

The firm acted on several headline M&A deals too. It advised Fubon Financial Holding on the acquisition of ING Group’s Taiwan Life insurance unit, valued at US$600 million. Micron Technology retained the firm on its formation of a joint venture with NanYa Technology as well as on its US$400 million acquisition of Qimonda’s 36.5% stake in Inotera Memories.

In the banking sector, Shinsei Bank engaged the firm on the US$280 million takeover of Jih Sun Financial Holding, which was jointly acquired by its joint venture with Capital Target.

William Bryson is specialised in banking and project finance. Jack Huang heads up the capital markets and corporate team. Other leading lawyers include Chung-Ping Liu and Raymond Wang.

K&L Gates found its role in several capital markets and venture capital transactions this year. Its deal list saw mandates from two Cayman Islands companies, Array and Horizon Securities, both of whom consulted the firm on their applications to enter shares for trading on the Taiwan Emerging Stock Market.

For capital financing deals, the firm acted for Taigen Biopharmaceuticals on the Series C financing. Together with the previous Series A and B financings, the company has raised over US$100 million. It also helped Taiwan Lipsome which has received a US$15.5 million Series A venture capital financing. Intel Capital Corporation called on the firm during its venture capital transaction with Applied Green Light on its investment project in Taiwan’s Wimax wireless market.

James Chen, Jacqueline Fu and Jamie Lin are key partners of the firm.

LCS & Partners is highly visible in some of this year’s most high profile deals in capital markets, banking and M&A practice.

Notable examples include its role for Pou Sheng International on the company’s Hong Kong IPO, which totalled US$309 million. It also represented Huga Pototech on the NT$2 billion local primary public offering. Acting for lead manager JS Cresvale Securities, the firm worked on the NT$45 million credit enhanced equity convertible bond offering by Wonten Technology.

China Trust Commercial Bank also called on the firm for its NT$1.5 billion (US$46.7 million) syndicated loan to Gala TV Corporation and other co-borrowers. It also assisted Mega International Bank on an acquisition financing deal, advising on the extension of NT$12.3 billion (US$374 million) loans to Carlyle for its acquisition of Tachong Bank.

Another highlight saw the firm working for Qimonda on the US$400 million sale of 36.5% stake in Inotera Memories to Micron Technology. GlaxoSmithKline also sought the firm’s counsel on the €500 million (US$710 million) acquisition of the UCB’s emerging markets business in Taiwan.

Amy Chin and Brian Yu co-head the capital markets practice. The M&A team is led by Rich Lin and Victor Chang. Mark Harty is head of the banking and project finance department. Other leading individuals include Kevin Chang and Pijan Wu, who have been active in banking and corporate transactions.

As one of the largest local firms, Lee and Li maintains a solid reputation across banking, project finance, securities and M&A activities. It is often found on high-profile and large transactions. HSBC mandated the firm to advise on its role as lead manager on three tranches of bond issuance by Central American Bank for Economic Integration, totalling NT$7 billion (US$213.5 million). Lee and Li also assisted Morgan Stanley on the subscription of 99% of the euro-convertible bonds issued by E.Sun Financial Holding Company, valued at US$200 million.

The firm’s banking practice excelled in aviation transactions, such as its role for Investec Bank on the financing of two aircraft sold and leased back to Eva Airways and China Airlines, valued at US$163.5 million and US$37 million respectively. The firm also advised the lender DVB Bank on the US$37 million financing of eight spare engines sold by China Airlines to a Cayman special purpose vehicle.

For acquisition financing, the firm represented Avenger International on a series of syndicated loans (such as the US$36.6 million onshore financing and US$10 million for the borrower’s offshore holding company) provided by Chinatrust Commercial Bank and Citibank’s Taipei branch.

Headlining M&A activities includes ING’s sale of Taiwan subsidiary ING Life Insurance to Fubon Financial. The firm worked for the seller on the US$600 million deal. In CDIC’s sale of distressed bank Asia Trust, the firm advised the purchaser Standard Chartered Bank in the US$101 million acquisition.

Robin Chang heads up the banking practice and Abe Sung leads the capital markets team. CT Chang and Ken-Ying Tseng are key partners for corporate and M&A practice.

Lexcel Partners has had a strong performance on spin-off and M&A transactions. HSBC consulted the firm on the proposed formation of a subsidiary bank and the demerger of assets, liabilities and business of its branches to the new subsidiary, totalling US$610 million.

The firm also acted as counsel for Mitsui Sumitomo Insurance (MSI) on the demerger of businesses, assets and debts of its Taipei branch office to its subsidiary Mingtai Insurance, which issued the US$42 million new shares to its parent company MSI. Lexcel Partners also worked for Merrill Lynch, Pierce and Fenner & Smith on the spin-off of its Taiwan business to establish a newly incorporated subsidiary.

Highlights of merger deals saw the firm acting on China Life’s US$153 million acquisition of assets from Prudential Life Insurance of Taiwan, where Lexcel acted for the purchaser. It also advised GIC Real Estate on the US$196 million cash merger with TDC through its subsidiary.

Echo Yeh heads up the practice. Other leading lawyers include Mike Lu and David Tsai.

Eiger Law

Led by partner Thomas McGowan, Russin & Vecchi is a favourite for banking clients.

Within the area of banking, Taipei Fubon Bank mandated the firm on the financing of a private equity investment in Eastern Broadcasting. It also retained the firm on the financing for the acquisition of Eastern Home Shopping Leisure. Russin & Vecchi acted as counsel for Mega Bank in the financing of Carlyle’s investment in Ta Chong Bank. And the firm provided advice to the borrower, acting for a group of private equity investors on the financing of the purchase of Gala TV Corporation.

The firm had a strong year in M&A too. It worked for AIG on the sale of its credit card and auto finance business in Taiwan. It also assisted 16 non-local structured produce issuers on negotiation with the Taiwan regulator on new regulations governing the sale of structured projects in Taiwan. Clients also turn to the firm for ISDA netting and collateral opinions.

Recent fund manager clients include Aberdeen, AllianceBerstein, Janus, Morgan Stanley, PIMCO and Robecco.

Tsar & Tsai has always been strong in banking and project finance, but this year it had an impressive showing on capital markets and corporate transactions.

The firm worked on several private placement deals, as counsel for LG Display on the subscription of NT$3 billion preferred shares issued by HannStar Display Corporation. It also represented CPT on the private placement of US$250 million European convertible bonds, which were subscribed by Warburg Pincus.

The firm’s capital markets practice has also been busy, acting for LG Display on the subscription of 180 million preferred shares issued, worth NT$3 billion.

GE Capital engaged the firm to advise on its role as lead manager in the US$265 million syndicated loan to SRAM in connection with the creation of security interests over the local assets held by the borrower.

The firm has been active within the field of M&A too, often acting for banking clients. It advised on HSBC’s US$144 million acquisition of assets, liabilities and business of The Chinese Bank, a distressed local bank, from CDIC. In the technology industry, Tsar & Tsai represented Inotera Memories on the US$190 million investment by Micron Technology and an ODM (Original Design and Manufacturing) company on the sale of notebook and server business to a US electronic manufacturing service provider. It also assisted a number of foreign companies in the inbound investment in information technology, consumer products and insurance sectors.

Partners Richard Chuang, Jackie Lin and Janice Lin handle all the financial and corporate practice areas such as banking, capital markets and M&A.