China

With an outstanding reputation in Canadian business law and a longstanding on-the-ground presence in the Asia-Pacific region, the firm provides the two essential elements required to advise Chinese clients - professional expertise and an understanding of the commercial and cultural context of our clients' expectations. Our expertise extends to virtually every area of Canadian business law, particularly mergers and acquisitions, corporate finance, banking, taxation, technology, real estate, mining, forestry and energy law. Extensive regulatory and government relations practices - notably in international trade and anti-trust - are another key to success for Stikeman Elliott's Chinese clients, who turn to the firm regularly for advice on the full range of legal issues related to acquisitions within Canada by foreign entities. As well, the firm's extensive natural resources practices including energy and mining in Toronto, Calgary, Vancouver, London and Sydney provide clients with expertise and knowledge in key financial and capital market locations for the sector.

We have acted on the majority of large acquisitions by Chinese companies of Canadian assets in recent years, including the largest-ever overseas acquisition by a Chinese company. Our experience includes acting for some of China's most prominent companies and state-owned enterprises, including China National Petroleum Corporation, CNNC Overseas Uranium Holding Ltd., CITIC Group, the Cheung Kong Group and Sinopec International Petroleum Exploration and Production Corporation. The firm has also acted on the vast majority of private placements undertaken by large PRC (including HK) companies into Canada in conjunction with IPOs on the HKSE or Rule 144A offerings into the United States.

Specific recent experience includes acting for:

• Hutchison Whampoa Luxembourg Holdings S.à.r.l. and L.F. Investments (Barbados) Limited, the two principal shareholders of HuskyEnergy Inc. in their $707 million private placement purchase of additional common shares of Husky.
• PetroChina International Investment Company Limited in its $1.9 billion investment in Athabasca Oil Sands Corp.
• Teck Resources Limited in the $1.74 billion private placement of Class B subordinate voting shares to China Investment Corporation.
• CNNC International, a subsidiary of CNNC Overseas Uranium Holding Ltd., in its $31 million acquisition of Western Prospector Group Ltd.
• CNPC International Ltd., a wholly-owned subsidiary of China National Petroleum Corporation, in its $499 million offer to acquire Verenex Energy Inc.
• Sinopec International Petroleum Exploration and Production Corporation in its $10.3 billion offer to acquire Addax Petroleum Corp.
• Sinopec International Petroleum Exploration and Production Corporation in its $2 billion acquisition of Tanganyika Oil Company Ltd.
• SinoCanada Petroleum Corporation in connection with its acquisition of an additional 10% interest in the Northern Lights Partnership from Total Canada E&P Ltd.
• Stanley Power, a subsidiary of Cheung Kong Infrastructure Holdings Limited and Hong Kong Electric Holdings Limited in connection with term loan financing with Canadian Imperial Bank of Commerce, TD Bank and Bank of Nova Scotia.
• Cheung Kong Infrastructure Holdings Limited and HongKong Electric Holdings Limited in their NZ$785 million acquisition of Vector Wellington Electricity Network Limited.
• Cheung Kong Infrastructure Holdings Ltd. in its $629 million acquisition of TransAlta Power LP.
• CITIC Canada Energy Limited and the CITIC Group in the sale of 50% of CITIC Canada Energy Limited to KazMunai Gas EP.
• CITIC Group in its US$1.9 billion acquisition of the Kazakhstan assets of Canada-based Nations Energy Co Ltd.
• Lenovo Group as Canadian counsel in its $1.75 billion acquisition of IBM's PC business.
• Sino Gold Limited in its acquisition of Golden China Resources Corporation.
• APAC Minerals Inc. in its business combination with Golden China Inc., a private company with a focus on mining activities in China. 

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India

Indian companies are now, more than ever, actively seeking out-bound, cross-border M&A opportunities, not only in the U.S. and Europe, but also among Canadian targets in the manufacturing, mineral and energy sectors. Our work with Indian clients in the context of corporate transactions includes providing strategic advice, advising boards of directors and navigating relevant legislation, foreign investment regulation and disclosure requirements. We have been endorsed by the India Business Law Journal, which has named Stikeman Elliott as one of the best international law firms for India-related work in M&A transactions and competition/antitrust.

While many transactions by Indian companies to date have been negotiated, all-cash acquisitions, our firm has the expertise and experience to advise Indian clients through the full range of legal issues relevant to takeovers of all kinds, in order to complete the transaction in the most efficient and effective way. We have advised in connection with some of the most notable transactions from India into Canada, including representing companies such as the Tata Group, Essar Global and Mittal Steel and advising on the first financing by an Indian bank in Canada. We have also represented a significant number of investment banks in India in a series of private placements by major Indian corporations (including GMR Infrastructure, Reliance Infratel, ICICI Bank, Sterlite Industries, Idea Cellular, Punjab National Bank and Jet Airways) in Canada.

Specific recent experience includes acting for:

• Baffinland Iron Mines Corporation in connection with its C$433 million acquisition of ArcelorMittal S.A.
• Mittal Steel N.V. in connection with its US$33 billion bid for Arcelor.
• Essar Global in its $1.85 billion acquisition of Algoma Steel.
• Tata Motors as Canadian counsel in its winning US$2.3 billion bid to acquire Jaguar and Land Rover.
• ICICI Bank Canada as financier in Jubilant Organosys Ltd.'s US$255 million acquisition of DRAXIS Health Inc.
• Tata Steel in its acquisition of an interest in New Millennium Capital Corp.
• DPF India Opportunities Fund and Dundee Securities Inc. in connection with DPF's $200 million IPO.
• Rain Commodities Inc. in its $437 million bid to acquire the assets of Great Lakes Carbon Income Fund.

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Australia & the Pacific Rim

Stikeman Elliott's Sydney office, the hub of our Asia and Pacific Rim practice, is involved in multi-jurisdictional securities, banking and M&A matters with a sectoral emphasis on mining, cross border M&A, infrastructure development and project finance. The firm has a particularly high profile in resource-sector transactions and is involved in the vast majority of IPOs and private placements and entitlements offerings originating in the Pacific Rim that involve placements into Canada.

Specific experience includes acting for:

• Sithe Global Power, LLC in its $500 million sale of a 25% interest in the 875-MW Goreway Station, to Chubu Electric Power Company, Inc. and Toyota Tsusho Corporation.
• Cheung Kong Infrastructure Holdings Limited and Hong Kong Electric Holdings Limited in their NZ$785 million acquisition of Vector Wellington Electricity Network Limited.
• Lihir Gold Limited in its listing on the Toronto Stock Exchange.
• Cheung Kong Infrastructure Holdings Limited in the disposition of 98% of its interest in ETSA Utilities, Powercor and Citipower, three large Australian electricity distributors, to Spark Infrastructure and the global IPO of Spark and the listing of its stapled securities on the Australian Stock Exchange.
• Bradken Industries Inc. in its acquisition of American Technologies Inc.
• Canadian counsel to Telstra on its offerings involving Canada.
• Lynas Corporation Limited in its acquisition of a 19.9% interest in AMR Technologies Inc., a TSX-listed company engaged in rare earths in China.
• Sino Gold Limited in its acquisition of Golden China Resources Corporation.
• ING Real Estate in its acquisition of Summit REIT.
• National Australia Bank, Telstra, Publishing and Broadcasting Limited, New Zealand Telecom and others in connection with Maple Leaf Bond and other offshore borrowing programs.
• Macquarie Bank Limited in its $147 million acquisition of Orion Capital Limited.

Other than the specific regional areas outlined above, Stikeman Elliott has continued its focus throughout Asia representing companies from Singapore, Malaysia, Taiwan, Thailand and South Korea in many capital markets and M&A transactions involving Canada.

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Recent Group Activities

Debt-and Equity-linked Deal of the Year
Stikeman Elliott wins 2010 China Law & Practice Awards 'Debt-and Equity-linked Deal of the Year' for Sino-Forest exchange offer.

Energy & Resources Deal of the Year
Sinopec International Petroleum's $10.3-billion offer for Addax Petroleum Corp. was awarded the ALB China Law Awards 2010 Energy & Resources Deal of the Year.

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