The breadth of our practice in Asia is demonstrated by our work on registered and unregistered offerings, involving IPOs and stock exchange listings, primary offerings, secondary offerings, spin-offs, block trades and privatizations across a broad range of companies and industries. Issuers, major shareholders of issuing companies, and underwriters repeatedly engage us to work on their most important transactions.
Our Asian offices maintain a leading practice for international securities offerings by issuers throughout the region, and we regularly advise on some of the largest, most complex, most important, groundbreaking transactions for the region. Recently, S&C has advised:
- AIA underwriters, led by Citigroup, Deutsche Bank, Goldman Sachs and Morgan Stanley, in connection with American International Assurance Group’s (Hong Kong) $20.5 billion initial public offering and Hong Kong listing. The IPO consisted of a public offering in Hong Kong, a public offering without listing in Japan, preferential offerings for eligible agents and employees in Hong Kong, a Rule 144A offering in the United States and a Regulation S offering outside of the United States. This is one of the world’s largest IPOs ever, the largest IPO of all time in the insurance sector globally and the largest IPO ever in Hong Kong. The S&C team was led by William Chua (Hong Kong).
- China Unicom (Hong Kong) Limited (Hong Kong) in connection with its $1.8 billion Regulation S offering of convertible bonds. The bonds were issued by a wholly owned financing subsidiary of China Unicom, guaranteed by China Unicom and exchangeable into ordinary shares or American Depositary Shares of China Unicom. The S&C team was led by Chun Wei (Hong Kong/Beijing).
- Dai-ichi Mutual Life Insurance underwriters, led by Merrill Lynch, Nomura, Mizuho and Goldman Sachs, in connection with Dai-ichi Mutual Life Insurance Company Ltd.’s (Japan)$11.2 billion initial public offering and listing on the Tokyo Stock Exchange. The IPO consisted of a registered public offering in Japan and a Rule 144A/Regulation S international offering outside Japan. This was the second-largest IPO in Japanese history. The S&C team was led by Izumi Akai (Tokyo).
- Nomura Holdings, Inc. (Japan) in connection with its $1.25 billion SEC-registered notes offering and listing on the Professional Securities Market of the London Stock Exchange. The notes were underwritten by Nomura Securities, Merrill Lynch, Citigroup, Wells Fargo, Deutsche Bank, HSBC, JP Morgan, Natixis and UBS. The S&C team was led by Izumi Akai (Tokyo).
- Otsuka Holdings underwriters, led by Nomura, Morgan Stanley and UBS, in connection with Otsuka Holdings Co. Ltd.’s (Japan) $2.25 billion initial public offering and listing on the Tokyo Stock Exchange. The global offering consisted of a registered public offering in Japan and a Rule 144A/Regulation S international offering outside Japan. This transaction is widely reported as the largest ever IPO by a pharmaceutical company. The S&C team was led by Izumi Akai (Tokyo).
- San Miguel Corporation (Philippines) in connection with its $1 billion-plus capital raising initiative, consisting of a $427 million global offering of common shares and a $600 million global offering of exchangeable bonds. The common shares were listed on the Philippines Stock Exchange, and the bonds were listed on Singapore Exchange Securities Trading Limited. This is the largest ever combined equity and equity-linked deal, the largest ever follow-on capital raising and the largest equity-linked deal from the Philippines. The S&C team was led by William Chua (Hong Kong).
- Shanghai Pharmaceuticals underwriters, led by Goldman Sachs, Deutsche Bank and Credit Suisse, in connection with Shanghai Pharmaceuticals Holding Co., Ltd.’s (China) $2.26 billion initial public offering and listing on the Hong Kong Stock Exchange of approximately 644.21 million H shares. This is the largest ever Hong Kong IPO in the healthcare sector and is the world’s second largest IPO by a pharmaceutical company since 2000. The IPO consisted of a Rule 144A offering in the United States, a Regulation S offering outside of the United States and a public offering and listing in Hong Kong. The S&C team was led by William Chua (Hong Kong).
- SITC International Holdings Limited (China), the third-largest container shipping company based in the People’s Republic of China, in connection with its $400 million Rule 144A/Regulation S initial public offering and Hong Kong listing of 650 million ordinary shares. The S&C team was led by Chun Wei (Hong Kong/Beijing).
- Telstra International Holdings Limited (Australia), as selling shareholder, in connection with the $144 million initial public offering and listing of American Depositary Shares on the New York Stock Exchange of SouFun Holdings Limited (China). The S&C team was led by Robert Chu (Melbourne) and William Chua (Hong Kong).
- Tata Motors Limited (India) in connection with its $750 million offering of approximately 32.2 million “A” ordinary shares and approximately 8.3 million ordinary shares. The offerings were conducted according to the qualified institutional placement regulations of the Securities and Exchange Board of India, and shares were sold to investors outside the United States pursuant to Regulation S and to certain U.S. institutional investors on a private placement basis. The shares are listed on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited. The S&C team was led by Wiliam Chua (Hong Kong).
Sullivan & Cromwell is also one of the most prominent international legal advisers on privatization transactions. We have been leaders in this field since it began in the United Kingdom in the 1970s, and have played an important role in privatizations in both China and Japan over the past 20 years. Our clients include the privatizing governments and their advisers, the companies being privatized, the U.S. and international underwriters of the related securities offerings, and private sector purchasers. We have advised on over 30 completed privatizations totaling over $144 billion since 1986, including recent privatizations of Bank of China, Chunghwa Telecom, INPEX, J-Power, Central Japan Railway Company and Japan Tobacco.