/raid1/www/Hosts/bankrupt/TCRAP_Public/070517.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Thursday, May 17, 2007, Vol. 10, No. 97
Headlines
A U S T R A L I A
A. G. KERR: Liquidator to Present Wind-Up Report on June 18
ADACEL MULTIMEDIA: Members & Creditors to Hear Wind-Up Report
ADVANCE HEALTHCARE: Plans to Raise AU$1 Million
ARMOR HOLDINGS: Credit Suisse Downgrades Shares to Neutral
CENTRO NP: Moody's Reviews Low-B Ratings for Possible Downgrade
CONSTELLATION BRANDS: Closes Private Sale of US$700MM Sr. Notes
GLYNNRAY PTY: Members & Creditors to Meet on June 8
INDOPHIL: Scouts for More Mining Ventures in the Philippines
LABEL STAR: Joint Meeting Set for June 18
ON GROUND: Liquidation Request Approved by Federal Court
P. CLELAND: Members Agree on Voluntary Liquidation
R. D. MARKETING: Undergoes Liquidation Proceedings
RONEC HOLDINGS: Members and Creditors to Meet on June 18
RONEC INVESTMENTS: Liquidator to Give Wind-Up Report on June 18
SW & JH: Placed Under Voluntary Liquidation
C H I N A & H O N G K O N G
BALLY TOTAL: Unable to File Form 10-Q for Quarter Ended March 31
BALLY TOTAL: Secures Waiver & Forbearance Pacts From Noteholders
CHINA SOUTHERN: Confirms Talks with Air France
CHINA SOUTHERN: Aviation Authority OKs Chongqing Development JV
CITIC GROUP: China Unit IPO Cues S&P's Positive Watch
CITIC RESOURCES: S&P Puts BB Rating on Planned Note Issue
DAIICHI DAIMON: Requires Creditors to Prove Debts by June 11
HARTCOURT COS: To Rename China Princely to Hartcourt Princely
MANGO ENTERPRISES: Members Opt to Shut Down Business
TCL MULTIMEDIA: Seeks to Raise HK$774 Million From Share Issue
* China to Close Down Old Facilities to Cut Steel Production
I N D I A
AES CORP: Incomplete 2006 Audit Prompts Form 10-Q Filing Delay
BANK OF BARODA: Net Profit Grew 18% in Quarter Ended March 31
BANK OF INDIA: Schedules Board Meeting on May 22
BHARTI AIRTEL: Board Issues 1,214,307 Shares on FCCB Conversion
IMAX CORP: Bondholder Asks Court to Nullify Consent Solicitation
MYLAN LABS: To Buy Merck KGaA's Generics Biz for EUR4.9 Billion
I N D O N E S I A
ANEKA TAMBANG: To Acquire US$120-Mil. Loan From Two Local Banks
BAKRIE SUMATERA: Plans Joint Venture With Foreign Investors
GENERAL NUTRITION: Discloses First Quarter Financial Results
HILTON HOTELS: To Develop 10 Hotel Projects in India With DLF
HILTON HOTELS: To Manage Two Doubletree Hotels in China
INDOSAT: Pefindo Reaffirms "idAA+" Bond Ratings
PANCA WIRATAMA: President Director Winarto to Resign on June 1
* Indonesia's Economy Growing Faster Than Forecasted, WSJ Says
J A P A N
AKITA BANK: Appoints Seietsu Fujiwara as New President
AKITA BANK: Discloses a 3.7% Increase in Net Profit for FY2007
NOMURA HOLDINGS: Willing to Bet Own Capital for Higher Returns
SAPPORO HOLDINGS: Steel Partners Responds to AWS Questions
THREE ESTATES: Chapter 15 Petition Summary
XEROX CAPITAL: S&P Ups Rating on US$27-Mil. Certificates to BB
XEROX CORP: Fitch Rates Trust Preferred Securities at BB
XM SATELLITE: March 31 Balance Sheet Upside-Down by US$504 Mil.
K O R E A
ARROW ELECTRONICS: Earns US$96.3 Million in First Quarter 2007
CITIBANK: First Quarter Earnings Up by 69.9% to KRW138.5 Billion
NOVELIS INC: Gets Ontario Court Approval to Acquire Hindalco
SSAMZIE CO: Enters Into Strategic Alliance With Cloudfish
M A L A Y S I A
KL INFRASTRUCTURE: MTrans Seeks Legal Advice on Takeover
KL INFRASTRUCTURE: Board Declares Company Insolvent
NEWFIELD EXPLORATION: Fitch Affirms BB+ Issuer Default Rating
TENCO BERHAD: Reform Plan Gets Nod From Securities Commission
N E W Z E A L A N D
BMB CONTRACTORS: Fixes May 25 as Last Day for Receiving Claims
BLIS TECHNOLOGIES: Investor to Subscribe to 2,000,000 Shares
CARTER HOLT HARVEY: Commission Clears Lakesawn Acquisition
EGAMI LTD: Liquidators to Receive Claims Until May 25
GRACE PANEL: Subject to Team McMillan's Wind-Up Petition
GREENPARK COMPLIANCE: Faces Vehicle Testing's Wind-Up Petition
GREY LYNN: Wind-Up Petition Hearing Set for July 12
L L DISTRIBUTORS: Creditors' Proofs of Debt Due by May 21
MANUKAU VEHICLE: High Court to Hear Wind-Up Petition on June 12
METRO MOTOR: Court to Hear Wind-Up Petition on June 21
RESALCEN LTD: Appoints Robert Laurie Merlo as Liquidator
SHADO LTD: Creditors' Proofs of Debt Due Today
ZANDER CORPORATION: Court to Hear Wind-Up Petition on July 19
P H I L I P P I N E S
BAYAN TELECOMMUNICATIONS: Forges Partnership With Five9
BENPRES HOLDINGS: May Sell Shares in Manila North Tollways
PSI TECH: Net Lows Narrows to US$1.8 Mil. in 2007 1st Quarter
SAN MIGUEL: Government Plans to Sell Shares by Third Quarter
UNITED PARAGON: Manabat Sanagustin Raises Going Concern Doubt
VULCAN IND'L: Sycip Gorres Velayo Raises Going Concern Doubt
ZIPPORAH REALTY: Turns Around with PHP0.9 MM Net Income for 2006
* Philippine Government to Sell Major Assets to Lower Deficit
S I N G A P O R E
FAIRFAX FINANCIAL: Unit Completes US$330MM Senior Notes Offering
FRONTRUNNER ENTERPRISES: Court Enters Wind-Up Order
GREENRICH ENGINEERING: Court to Hear Wind-Up Petition on May 25
LEAR CORP: Moody's Confirms Low-B Ratings on AREP Merger
LEAR CORP: Michigan Judge Dismisses Lawsuits Over Icahn Deal
UNITED TEST: Signs Cross-Licensing Agreement With Amkor Tech
- - - - - - - -
=================
A U S T R A L I A
=================
A. G. KERR: Liquidator to Present Wind-Up Report on June 18
-----------------------------------------------------------
V. R. Dye, the liquidator of A. G. Kerr & Son Proprietary
Limited, will give a report about the company's wind-up
proceedings and property disposal at a members' & creditors'
meeting that will be held on June 18, 2007, at 9:30 a.m.
The Liquidator can be reached at:
V. R. Dye
Dye & Co. Pty Ltd
Chartered Accountants
165 Camberwell Road
Hawthorn East 3123
Australia
About A. G. Kerr
A. G. Kerr & Son Proprietary Limited, which is also trading as
Kerr & Ronec Fabrics, is a distributor of women's, children's,
and infants' clothing and accessories. The company is located
in Victoria, Australia.
ADACEL MULTIMEDIA: Members & Creditors to Hear Wind-Up Report
-------------------------------------------------------------
A joint meeting will be held for the members and creditors of
Adacel Multimedia Pty Ltd on June 18, 2007, at 9:00 a.m.
At the meeting, the members and creditors will hear the
liquidator's report about the company's wind-up proceedings and
property disposal.
The company's liquidator is:
V. R. Dye
Dye & Co. Pty Ltd
Chartered Accountants
165 Camberwell Road
Hawthorn East 3123
Australia
About Adacel Multimedia
Adacel Multimedia Pty Ltd provides computer-programming
services. The company is located in Victoria, Australia.
ADVANCE HEALTHCARE: Plans to Raise AU$1 Million
-----------------------------------------------
Advance Healthcare Group Ltd. wants to raise about AU$1 million
in additional working capital to fund its medical distribution
business, the Australian Associated Press reports.
According to the report, Advance Healthcare plans to issue 27.5
million shares at 2 cents each to raise AU$550,000. In
addition, the company will seek to raise additional loan funds
of up to AU$500,000, which may be convertible into ordinary
fully paid shares in the company at 2 cents each.
Balcatta, Australia-based Advance Healthcare Group Ltd. --
http://www.advancehealthcare.com.au/-- together with its
subsidiaries, is involved in the wholesale distribution of
pharmaceutical, medical and surgical supplies and other related
healthcare products, and medication management and supply
operations. The pharmaceutical and surgical distribution
segment distributes pharmaceuticals and surgical supplies to the
healthcare industry. The medication management and supply
segment is developing and operating a medication management and
supply service to consumers. The medical equipment supply
segment is a wholesale supplier of medical pharmaceuticals,
consumables and equipment.
Going Concern Doubt
After reviewing the company's half-year accounts, Gavin
Buckingham of Ernst and Young, raised "significant uncertainty
whether the consolidated entity will be able to continue as a
going concern and therefore whether it will be able to pay its
debts as and when they fall due and realise its assets and
extinguish its liabilities in the normal course of business."
The relevant matters are as follows:
a. A controlled entity of Advance Healthcare Group Ltd,
Cottman Australia Pty Ltd, breached certain financial
covenants under its finance facilities with GE Capital
Finance Pty Ltd during the half-year ended June 30, 2006
and has continued until the date of the report
(August 28, 2006). Further, the GE Capital facility is
currently due to mature on September 30, 2006;
b. The consolidated entity made a loss from continuing
operations of AU$4.97 million for the half-year ended
June 30, 2006, and has continued to do so;
c. The consolidated entity has a net asset deficiency and a
working capital deficiency of AU$16.17 million and
AU$16.69 million respectively as of June 30, 2006;
d. As of June 30, 2006, the consolidated entity did not have
sufficient available cash reserves to meet its minimum
expenditure commitments for 12 months from the date of
this report; and
e. Subsequent to June 30, 2006, a shareholder has initiated
proceedings in the Western Australia Supreme Court to
overturn the result of a number of resolutions from the
company's AGM held on August 2, 2006 and to cancel various
share and covertible note issues that were made as a
result of those resolutions.
ARMOR HOLDINGS: Credit Suisse Downgrades Shares to Neutral
----------------------------------------------------------
Newratings.com reports that Credit Suisse analyst R. Spingarn
has downgraded Armor Holdings' shares from "outperform" to
"neutral."
According to Newratings.com, the target price was increased to
US$88 from US$77.
Mr. Spingarn said in a research note on May 10 that Armor
Holdings received an US$88 per share acquisition bid from BAE
Systems.
Acquisition is an attractive strategic opportunity for BAE
Systems, since Armor Holdings may win a position on the Army's
approaching Joint Light Tactical Vehicle program, which it is
pursuing in partnership with Lockheed Martin, Mr. Spingarn told
Newratings.com.
Headquartered in Jacksonville, Florida, Armor Holdings, Inc. --
http://www.armorholdings.com/-- manufactures and distributes
security products and vehicle armor systems for the law
enforcement, military, homeland security, and commercial
markets. The company has operations in Australia in the Asia
Pacific, in England for Europe and Brazil for its Latin-American
operations.
* * *
The Troubled Company Reporter - Europe reported on May 9, 2007
that Standard & Poor's Ratings Services placed its ratings,
including the 'BB' corporate credit rating, on Jacksonville,
Fla.-based Armor Holdings Inc. on CreditWatch with positive
implications.
A Troubled Company Reporter report on May 10, 2007 disclosed
that Moody's Investors Service placed its ratings of Armor
Holdings Inc. (Corporate Family Rating of Ba3) on review for
possible upgrade. The review was prompted by the announcement
that it has entered into a definitive merger agreement to be
acquired by BAE Systems, Inc., a wholly-owned subsidiary of BAE
Systems plc (long term rating Baa2, short term rating, Prime-2)
for total consideration of US$4.5 billion.
CENTRO NP: Moody's Reviews Low-B Ratings for Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
ratings of Centro NP LLC (fka New Plan Excel Realty Trust, Inc.)
to Baa3, from Baa2, after the company concluded its acquisition
by Centro Properties Group (not rated) and Centro Retail Trust
(50% owned by Centro Properties Group) on April 20, 2007.
"The ongoing review for downgrade reflects Moody's concerns that
Centro NP LLC will continue to have heightened leverage
following the take-out of the bridge financing, and a reduction
in transparency due to increased organizational complexity,"
says Merrie Frankel, Moody's analyst. "Moody's is also
concerned about the final capital structure and strategic
profile of the company, including use of secured debt."
Although the precise capital structure of Centro NP going
forward remains unclear, effective leverage at year-end 2006
rose from 53% to 70.5% at 1Q07 (including subordinated debt of
Centro NP's holding company), with similar pressure on other
metrics, such as fixed charge coverage. Centro took out a
$2.4 billion bridge loan facility to help finance the
acquisition, which can be upsized to US$3 billion, which is
structurally subordinated to Centro NP's rated senior debt that
was assumed by Centro and will remain outstanding under the new
ownership. Centro Properties Group will run its US community
and neighborhood shopping center portfolio from Centro NP's New
York City headquarters, utilizing New Plan's nationwide
operating infrastructure and staff as its base.
A confirmation of the Baa3 rating with a stable outlook would be
challenging in light of Centro NP's additional debt and complex
organizational structure.
A downgrade to Ba1 would most likely reflect Centro NP not
reducing its leverage below 60% of gross assets, or fixed charge
coverage below 2.0x (including amortization and capitalized
interest) remaining over the intermediate term.
These ratings were lowered, and continue to remain under review
for downgrade:
* Centro NP LLC
-- Senior unsecured debt to Baa3, from Baa2;
-- senior debt shelf to (P)Baa3, from (P)Baa2;
-- medium-term notes to Baa3, from Baa2;
-- preferred stock shelf to (P)Ba1, from (P)Baa3; and
-- subordinated debt shelf at to (P)Ba1, from (P)Baa3.
The ratings on the shelves will be withdrawn.
Centro NP LLC, headquartered in New York City, owns and operates
465 community and neighborhood shopping in 38 states. The
company had assets of US$3.6 billion and equity of US$1.4
billion at March 31, 2007.
Centro Properties Group (AXP: CNP), headquartered in Melbourne,
Victoria, Australia, is an Australian Listed Property Trust that
specializes in the ownership, management and development of
retail shopping centers in Australia, New Zealand and the USA.
The company's equity market cap is AU$8.1 billion, with AU$25.5
billion in assets under management.
CONSTELLATION BRANDS: Closes Private Sale of US$700MM Sr. Notes
---------------------------------------------------------------
Constellation Brands Inc. has completed the sale of US$700
million aggregate principal amount of 7.25% Senior Notes due
2017 at par in a private placement transaction.
The notes are senior obligations that rank equally with all of
the company's other senior unsecured indebtedness. The notes
are and will be fully and unconditionally guaranteed by the
subsidiaries that are guarantors under Constellation Brands'
senior credit facility.
Constellation Brands is using the approximately US$694 million
in net proceeds from the sale of the notes to reduce a
corresponding amount of borrowings under the revolving portion
of its senior credit facility.
The notes have been offered and sold within the United States to
qualified institutional buyers in accordance with Rule 144A
under the Securities Act of 1933, as amended, and outside the
United States in compliance with Regulation S under the
Securities Act.
The notes have not been registered under the Securities Act and
may not be offered or sold in the United States except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and
applicable state securities laws.
About Constellation Brands
Constellation Brands, Inc. (NYSE:STZ, ASX:CBR), --
http://www.cbrands.com/-- is an international producer and
marketer of beverage alcohol brands with a broad portfolio
across the wine, spirits and imported beer categories. Well-
known brands in Constellation's portfolio include: Almaden,
Arbor Mist, Vendange, Woodbridge by Robert Mondavi, Hardys,
Goundrey, Nobilo, Kim Crawford, Alice White, Ruffino, Kumala,
Robert Mondavi Private Selection, Rex Goliath, Toasted Head,
Blackstone, Ravenswood, Estancia, Franciscan Oakville Estate,
Inniskillin, Jackson-Triggs, Simi, Robert Mondavi Winery,
Stowells, Blackthorn, Black Velvet, Mr. Boston, Fleischmann's,
Paul Masson Grande Amber Brandy, Chi-Chi's, 99 Schnapps,
Ridgemont Reserve 1792, Effen Vodka, Corona Extra, Corona Light,
Pacifico, Modelo Especial, Negra Modelo, St. Pauli Girl,
Tsingtao. The company has operations in Australia, Japan and
New Zealand
* * *
The Troubled Company Reporter on May 10, 2007 revealed that
Moody's assigned a Ba3 rating to Constellation Brand's $700
million senior unsecured note issuance which will be used to
reduce outstanding borrowings under the US$900 million revolving
portion of the company's senior credit facility. All other
ratings of the company are affirmed and the rating outlook
remains stable.
This rating was assigned:
Constellation Brands, Inc.
* US$700 million senior unsecured notes due 2017: Ba3; LGD 4;
50%
According to the TCR on May 9, 2007, Standard & Poor's Ratings
Services said that there would be no effect on the ratings or
outlook of Constellation Brands Inc. (BB-/Stable/--) following
the announcement that it has entered into an accelerated share
repurchase transaction with Citibank N.A. to repurchase a
minimum of 16.9 million shares of Constellation Brands Class A
common stock for US$421.1 million on May 8, 2007. The company
has already repurchased 3.5 million shares of its Class A common
stock at a cost of US$78.9 million through open market
purchases. These transactions will fully utilize Constellation
Brands' recently authorized US$500 million share repurchase
program.
GLYNNRAY PTY: Members & Creditors to Meet on June 8
---------------------------------------------------
The members and creditors of Glynnray Pty Ltd will meet on
June 8, 2007, at 11:00 a.m., to receive the liquidator's report
about the company's wind-up proceedings and property disposal.
The company's liquidator is:
Stephen R. Dixon
BDO Kendalls
Chartered Accountants
Level 30, The Rialto
525 Collins Street, Melbourne
Victoria 3000
Australia
About Glynnray Pty
Located in Victoria, Australia, Glynnray Pty Ltd is an investor
relation company.
INDOPHIL: Scouts for More Mining Ventures in the Philippines
------------------------------------------------------------
Indophil Resources N.L. said it was looking for more mining
projects in the Philippines after a AU$41-million sale of a
majority stake in the Tampakan copper and gold deposit to
Xstrata Ltd, Reuters reports. Indophil still holds 34% of the
the Tampakan project.
"We would not turn our back on uranium, nickel or something
else," Reuters quotes Indophil's Managing Director Tony Robbins
as saying.
According to the report, Mr. Robbins said Indophil held AU$110
million in cash, giving it the financial clout to look for
growth opportunities outside of Tampakan.
Mr. Robbins said the plan was to build Indophil into a company
producing the equivalent of a half-million ounces of gold a year
within five years, Reuters relates. He pointed out that
opportunities existed in between 10 and 12 countries within a
three-hour time zone of the Philippines, including, Australia,
Thailand and Papua New Guinea.
Headquartered in Melbourne, Australia, Indophil Resources NL --
http://www.indophil.com/-- conducts mineral exploration and
evaluation activities in the Philippines. On April 12, 2005,
Indophil and Xstrata Queensland Limited (Xstrata Copper) signed
a binding letter of agreement to amend the option granted to
Xstrata Copper to acquire a 62.5% interest in the Tampakan
Copper-Gold Project. According to the revised agreement,
Indophil is required to sole fund an agreed pre-feasibility
study work program.
As of June 30, 2006, the company had a capital deficiency of
AU$45,950,465, on total assets of AU$106,935,965.
LABEL STAR: Joint Meeting Set for June 18
-----------------------------------------
A joint meeting will be held for the members and creditors of
Label Star Pty. Ltd. on June 18, 2007, at 11:30 a.m.
At the meeting, the members and creditors will receive a report
about the company's wind-up proceedings and property disposal.
The company's liquidator is:
V. R. Dye
Dye & Co. Pty Ltd
Chartered Accountants
165 Camberwell Road
Hawthorn East 3123
Australia
About Label Star
Label Star Pty Ltd, which is also trading as Industrial Label
Supply, is engaged in commercial printing business. The company
is located in Victoria, Australia.
ON GROUND: Liquidation Request Approved by Federal Court
--------------------------------------------------------
The Federal Court of Australia granted the Australian Securities
and Investments Commission's application to wind up On Ground
Logistics Solutions, reports Queensland Business Review. The
Court appointed Gavin Charles Morton, of chartered accountants
PKF Brisbane, as liquidator.
According to the report, ASIC sought the order for the company's
winding up in the best interests of the employees, as priority
unsecured creditors of the company, together with those of
ordinary unsecured creditors. Employees are reportedly owed
about AU$180,000.
"ASIC can, and will, intervene in the interests of former
employees and other unsecured creditors in circumstances
surrounding a company's failure," QBR quotes ASIC Executive
Director of Compliance Jennifer O'Donnell as saying.
On Ground is a transport and logistics company based in
Brisbane, Australia.
P. CLELAND: Members Agree on Voluntary Liquidation
--------------------------------------------------
At an extraordinary general meeting held on April 27, 2007, the
members of P. Cleland Enterprises Limited agreed to voluntarily
wind up the company's operations.
Clyde Peter White and Philip Newman were appointed as
liquidators.
The Liquidators can be reached at:
Clyde Peter White
Philip Newman
HLB Mann Judd Chartered Accountants
Level 1, 160 Queen Street
Melbourne, Australia
About P. Cleland
P. Cleland Enterprises Limited is engaged with refrigerated
warehousing and storage business. The company is located in
Victoria, Australia.
R. D. MARKETING: Undergoes Liquidation Proceedings
--------------------------------------------------
On April 26, 2007, the members of R. D. Marketing Pty Ltd met
and decided to voluntarily wind up the company's operations.
David H. Scott was appointed as liquidator.
The Liquidator can be reached at:
David H. Scott
Jones Condon
Chartered Accountants
Level 1, 173 Burke Road
Glen Iris, Victoria 3146
Australia
About R. D. Marketing
R. D. Marketing Pty Ltd operates automotive repair shops. The
company is located in Victoria, Australia.
RONEC HOLDINGS: Members and Creditors to Meet on June 18
--------------------------------------------------------
The members and creditors of Ronec Holdings Proprietary Limited
will meet on June 18, 2007, at 2:00 p.m. to hear a report about
the company's wind-up proceedings and property disposal.
The company's liquidator is:
V. R. Dye
Dye & Co. Pty Ltd
Chartered Accountants
165 Camberwell Road
Hawthorn East 3123
Australia
RONEC INVESTMENTS: Liquidator to Give Wind-Up Report on June 18
---------------------------------------------------------------
V. R. Dye, the liquidator of Ronec Investments Proprietary
Limited, will give the company's wind-up report and property
disposal at the members' and creditors' meeting to be held on
June 18, 2007, at 2:30 p.m.
The Liquidator can be reached at:
V. R. Dye
Dye & Co. Pty Ltd
Chartered Accountants
165 Camberwell Road
Hawthorn East 3123
Australia
About Ronec Investments
Located in Victoria, Australia, Ronec Investments Proprietary
Limited is an investor relation company.
SW & JH: Placed Under Voluntary Liquidation
-------------------------------------------
During a meeting held on April 26, 2007, the members of SW & JH
Pty Ltd agreed to liquidate the company's business and Matthew
Campbell Muldoon was appointed as liquidator.
About SW & JH
SW & JH Pty Ltd operates photofinishing laboratories. The
company is located in Victoria, Australia.
================================
C H I N A & H O N G K O N G
================================
BALLY TOTAL: Unable to File Form 10-Q for Quarter Ended March 31
----------------------------------------------------------------
Bally Total Fitness Holding Corporation disclosed in a
regulatory filing with the U.S. Securities and Exchange
Commission that it was unable to file its quarterly report on
Form 10-Q for the period ended March 31, 2007, by the May 10,
2007 deadline.
The company says that it has yet to complete the preparation of
its financial statements for the year ended December 31, 2006.
The company is currently evaluating the impact that certain
errors in historical member data and certain assumptions
relating to attrition estimates will have on the company's
estimates of deferred revenue. The work associated with matters
including the foregoing deferred revenue estimates has delayed
the Company's preparation of its 2006 financial statements and
its completion of the financial and other information to be
included in the 2006 Form 10-K.
About Bally Total Fitness
Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial
operator of fitness centers in the U.S., with over 400
facilities located in 29 states, Mexico, Canada, Korea, China
and the Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands. Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.
* * *
As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings of
Bally Total Fitness Holding Corporation after its failure to
make the April 16, 2007 interest payment on US$300 million
principal amount of senior subordinated notes.
BALLY TOTAL: Secures Waiver & Forbearance Pacts From Noteholders
----------------------------------------------------------------
Bally Total Fitness Holding Corp. has secured limited waiver and
forbearance agreements from the requisite holders of its 10-1/2%
Senior Notes due 2011 and its 9-7/8% Senior Subordinated Notes
due 2007.
The waivers relate to the company's inability to file its Annual
Report on Form 10-K for fiscal 2006 and Quarterly Report on Form
10-Q for the first quarter of 2007 with the Securities and
Exchange Commission on a timely basis and che Company's non-
payment of interest on its Senior Subordinated Notes, each of
which are defaults under the indentures governing the notes.
Under terms of the agreements, noteholders will waive the
defaults and forbear from exercising any related remedies until
July 13, 2007, on terms similar to the recently executed
forbearance agreement under the Company's senior secured credit
facility.
That agreement required that forbearance arrangements be in
place with holders of a majority of the Senior Notes and at
least 75% of the Senior Subordinated Notes by May 14, 2007.
Holders of more than 80% of the Senior Notes and the Senior
Subordinated Notes signed forbearance agreements with the
Company.
Don R. Kornstein, Bally's Chief Restructuring Officer and
interim Chairman, said, "We greatly appreciate the support of
our noteholders, which has enabled the Company to secure
forbearance agreements from all three of our key creditor
groups. With these collective arrangements now in place, we can
continue to focus on completing the Company's 2006 financial
statements and negotiating a consensual restructuring to de-
lever the Company's balance sheet and establish a strong and
stable financial foundation for Bally Total Fitness."
About Bally Total Fitness
Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial
operator of fitness centers in the U.S., with over 400
facilities located in 29 states, Mexico, Canada, Korea, China
and the Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands. Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.
* * *
As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings of
Bally Total Fitness Holding Corporation after its failure to
make the April 16, 2007 interest payment on US$300 million
principal amount of senior subordinated notes.
CHINA SOUTHERN: Confirms Talks with Air France
----------------------------------------------
China Southern Airlines confirmed with the Hong Kong Stock
Exchange that it is in talks with Air France to explore the
possibility of establishing a joint-venture cargo airline.
In a disclosure statement posted on the bourse's Web site, the
airline stressed that it has not yet signed any agreements nor
any memorandum of understanding with Air France.
Analysts, according to Xinhuanet News, believe that China
Southern prefers European and American airline companies as its
partners due to its hopes of promoting sales of cabin space for
cargo planes on their way back to China from abroad.
Xu Jiebo, vice general manager of China Southern, told the
Shanghai Securities News last year that his company was seeking
cooperation with Air France-KLM and other Sky Team member
airlines, the paper relates.
Xiao Jie, writing for Xinhuanet, says that a foreign company is
allowed to possess a 25% stake, at most, in a Chinese airline.
Mr. Xu was quoted by the Shanghai Securities News as saying that
the airline "surely hopes the foreign investor will hold the
biggest possible share if the negotiation turns out to be
successful," Xinhuanet relates.
* * *
Headquartered in Guangzhou, China, China Southern Airlines Co
Ltd. -- http://www.cs-air.com/-- engages in the operation of
airlines, as well as in aircraft maintenance and air catering
operations in the People's Republic of China and
internationally. It provides commercial airlines, cargo
services, logistics operations, air catering, utility service,
hotel operation, travel services, aircraft leasing, and Internet
services.
On May 1, 2006, Fitch Ratings downgraded China Southern Airlines
Company Limited's Foreign Currency and Local Currency Issuer
Default Ratings to B+ from BB-.
CHINA SOUTHERN: Aviation Authority OKs Chongqing Development JV
---------------------------------------------------------------
China Southern Airlines has obtained the nod from the General
Administration of Civil Aviation of China to set up a joint
venture airline with Chongqing Development & Investment Co Ltd,
which will involve a total investment of CNY1.2 billion, Forbes
says, citing a report from Xinhua news agency.
The Troubled Company Reporter - Asia Pacific reported on April
9, 2007, that China Southern plans to set up a new carrier,
Chongqing Airlines, with a local partner. The airline,
according to the TCR-AP, will take 60% of the joint venture for
CNY720 million while a local government investment arm will pay
the remaining CNY480 million.
Chongqing Air will operate a fleet of three A320 single-aisle
planes provided by China Southern and will fly domestic routes,
the TCR-AP added.
* * *
Headquartered in Guangzhou, China, China Southern Airlines Co
Ltd. -- http://www.cs-air.com/-- engages in the operation of
airlines, as well as in aircraft maintenance and air catering
operations in the People's Republic of China and
internationally. It provides commercial airlines, cargo
services, logistics operations, air catering, utility service,
hotel operation, travel services, aircraft leasing, and Internet
services.
On May 1, 2006, Fitch Ratings downgraded China Southern Airlines
Company Limited's Foreign Currency and Local Currency Issuer
Default Ratings to B+ from BB-.
CITIC GROUP: China Unit IPO Cues S&P's Positive Watch
-----------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+/B' foreign
currency counterparty credit ratings on CITIC Group on
CreditWatch with positive implications. The CreditWatch
placement follows the recent IPO of China CITIC Bank, the
group's Chinese banking operation, and the sale of oil assets in
Kazakhstan.
"CITIC's continued efforts to enhance its financial strength
appear to be gaining momentum," said Standard & Poor's credit
analyst Qiang Liao. "The group has benefited from a stronger-
than-expected market response to CNCB's US$5.4 billion IPO."
The CreditWatch placement reflects the need for ongoing
discussions with the company over the financial profile of its
non-financial services operations.
CITIC recently finalized a deal to sell 50% of the oil assets
that it acquired in Kazakhstan in late 2006 at cost to
KazMunaiGas, Kazakhstan's state-owned oil company. This offsets
some concerns about the company's high financial leverage.
Nevertheless, high information risk related to CITIC's non-
financial services operations remains a major factor
constraining the ratings. Standard & Poor's plans to meet with
the company's management to discuss related issues before taking
further rating action.
The CreditWatch placement will be resolved after a detailed
analysis of the company's financial results and business
strategy. The ratings on the company may be raised if its
leverage appears likely to improve significantly over the short
to medium term because of less aggressive financial management
and reasonable business strategies. The outlook on the ratings
may be revised to stable if the company fails to address
concerns about the financial management and business strategies
of its non-financial services operations. Any significant
change in the relationship between CITIC and the government will
affect the level of extraordinary support factored into the
ratings.
About CITIC Group
State-owned conglomerate CITIC Group -- formerly China
International Trust & Investment Corporation -- oversees the
government's international investments, as well as some domestic
ones. Its approximately 45 subsidiaries on four different
continents include financial institutions -- more than 80% of
its assets -- industrial concerns (satellite telecommunications,
energy, manufacturing), and service companies (construction,
advertising). Holdings include stakes in CITIC Securities and
CITIC International Financial Holdings.
CITIC RESOURCES: S&P Puts BB Rating on Planned Note Issue
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit ratings on CITIC Resources Holdings Ltd. on CreditWatch
with positive implications after the ratings on its parent,
CITIC Group (BB+/B), were also placed on CreditWatch with
positive implications. At the same time, Standard & Poor's
placed its 'BB' issue rating on a proposed issue of $1 billion
seven-year-term senior unsecured notes by CITIC Resources
Finance (2007) Ltd. on CreditWatch with positive implications.
CRH will fully and unconditionally guarantee the proposed notes.
The ratings on CITIC Group were placed on CreditWatch as a
result of the recent IPO of China CITIC Bank, the group's
Chinese banking operation, and the sale of oil assets in
Kazakhstan. The rating on CRH was also placed on CreditWatch as
it is a strategically important subsidiary of the CITIC Group
and enjoys strong support from its parent.
"The CreditWatch placement will be resolved once the CreditWatch
on CITIC is resolved. The rating on CRH could be revised when
the rating on its parent is revised. The standalone rating on
CRH is sensitive to its debt leverage," said Standard & Poor's
credit analyst Lawrence Lu.
CRH is an investment holding company in Hong Kong with a diverse
business portfolio in the natural resources and energy
industries. The rating on CRH reflects the company's standalone
credit profile and the benefits it derives from being
strategically important to CITIC Group. The rating on CRH is a
notch lower than that on CITIC Group, as CRH is not yet a core
part of the conglomerate, given its current stage of
development.
About CITIC Resources
Incorporated in Bermuda in 1997, CITIC Resources has its shares
listed on the Hong Kong Stock Exchange. The company positions
itself as an integrated provider of key commodities and
strategic natural resources with particular focus in oil
business. The principal activities of the company and its
subsidiaries are in the fields of oil, aluminium, coal, import
and export of commodities, manganese and iron ore. CITIC Group
(formerly China International Trust and Investment Corporation)
became the majority controlling shareholder of the Company in
March 2004, indirectly holding interest in the Company of over
54%.
DAIICHI DAIMON: Requires Creditors to Prove Debts by June 11
------------------------------------------------------------
Daiichi Daimon Hong Kong Co., Limited, which is in liquidation,
requires its creditors to file their proofs of debt by June 11,
2007.
The company's liquidator is:
Lai Kar Yan (Derek)
Darach E. Haughey
One Pacific Place, 35th Floor
88 Queensway
Hong Kong
HARTCOURT COS: To Rename China Princely to Hartcourt Princely
-------------------------------------------------------------
The Hartcourt Companies, Inc. said that the Industry and
Commerce Bureau of Beijing Municipality has approved the
registration of the ownership change of China Princely Education
Technology Development Company Limited.
The Bureau also approved the new company's name, Hartcourt
Princely Education Technology Development (Beijing) Company
Limited, and it will issue a new business license to reflect the
ownership and name change of the Hartcourt Princely by next
week.
The Hartcourt Princely is now a 100% subsidiary of Hartcourt.
* * *
Headquartered in Shanghai, China, The Hartcourt Companies, Inc.
-- http://www.hartcourt.com-- was incorporated in Utah. The
company specializes in the Chinese information technology
market. In August 2006, the company decided to enter the post-
secondary education market in China.
Kabani & Company, Inc., in Los Angeles, Calif., raised
substantial doubt about The Hartcourt Companies, Inc.'s ability
to continue as a going concern after auditing their consolidated
financial statements for the year ended May 31, 2006. The
auditor pointed to the company's negative cash flow from
operations and accumulated deficiencies.
MANGO ENTERPRISES: Members Opt to Shut Down Business
----------------------------------------------------
At an extraordinary general meeting held on May 7, 2007, the
members of Mango Enterprises Limited agreed to shut down the
company's business.
Fung Kwai Ming was appointed as liquidator.
The Liquidator can be reached at:
Fung Kwai Ming
Units 1001-4, 10th Floor
China Merchants Building
152-155 Connaught Road
Central Hong
TCL MULTIMEDIA: Seeks to Raise HK$774 Million From Share Issue
--------------------------------------------------------------
TCL Multimedia Technology Holdings Ltd seeks to raise HK$774
million through a 1-for-2 rights share issue, Reuters reports,
citing a statement from TCL Corp, the television maker's parent
company.
According to the statement from the parent company, the shares
will be sold at HK$0.4 each, with HK$390 million of the proceeds
being used to repay bank loans and the rest to supplement
working capital, the news agency relates.
The Troubled Company Reporter - Asia Pacific reported on
April 19, 2007, that TCL Multimedia Technology Holdings Ltd.
warned its shareholders and investors of a "worse than expected"
result in the fourth quarter ended Dec. 31, 2006, due to
restructuring costs and weakness in its emerging-market
operations. The overall costs and expenses for restructuring
and winding down its European operations far exceeded its
previous estimation.
* * *
Headquartered in New Territories, Hong Kong, TCL Multimedia
Technology Holdings Limited -- http://www.tclhk.com/-- designs,
manufactures and sells electronic products like colored TV, DVD
players, VCD players, home cinema hi-fi systems, mobile
handsets, Internet-related information technology products,
refrigerators and washing machines. Its other activity includes
trading electronic parts and components used in the production
of color television sets.
* * *
On Aug. 31, 2006, the Troubled Company Reporter - Asia Pacific
reported that the company posted CNY763 million losses of TCL
Multimedia Technology Holdings Limited's European operations,
which caused losses of the TCL Corp. group to widen to CNY737.56
million.
Moreover, the TCR-AP on Oct. 24, 2006, said that TCL is
expecting to post a loss for the full-year because first-half
losses had been so large. In the first half of this year, TCL
reported a net loss of CNY737.56 million, after a loss of
CNY320.24 million for 2005.
The TCR-AP recounts that in 2004, TCL acquired the TV unit of
French electronics firm Thomson, which uses the Thomson brand in
Europe and RCA in North America. TCL grouped all its TV
businesses under TMT.
* China to Close Down Old Facilities to Cut Steel Production
------------------------------------------------------------
China's central government reached agreements with Beijing and
nine other provinces to help carry out a plan to shut down
obsolete steel capacity this year to curb excess supply in the
industry, Shanghai Daily reports.
Citing the National Development Reform Commission, Shanghai
Daily notes that the local governments in Beijing and provinces
including Hebei and Shanxi have pledged to close a combined 24.2
million tons of annual steelmaking capacity and 22.6 million
tons of iron production. The agreed closures will involve 344
mills.
Ma Kai, NDRC's director said in an earlier speech that of the 10
regions, Hebei, Shanxi, Henan, Jiangsu and Shandong provinces
account for half of the nation's steel capacity and 70 percent
of its iron capacity, the paper relates. The regions should
close 41.7 million tons of steel capacity and 39.9 million tons
of iron over five years, Mr. Ma said.
Local governments of the regions are required to work out
detailed proposals for the closures and submit them to the NDRC
by the end of this month, Mr. Ma added.
China, which supplies a third of the world's steel, has
tightened bank loans, slowed approvals for new mills and ordered
closures to curb excess capacity in the industry since 2004,
Bloomberg News said of the government action, Helen Yuan of
Shanghai Daily writes.
Asked about the implication of the plan to cut steel production,
Ma Haitian, an analyst from Beijing Antaike Information Co.,
told the Daily that the measure may hurt tax revenue in the
affected provinces and boost unemployment.
"In the long term, controlling the steel capacities is the only
way to effectively rein in the surging exports that have raised
global concerns," Hu Chunli, director of the Institute of
Industrial Development under the NDRC, was quoted by the paper
as saying on April 17.
=========
I N D I A
=========
AES CORP: Incomplete 2006 Audit Prompts Form 10-Q Filing Delay
--------------------------------------------------------------
AES Corp. disclosed that its 2007 first quarterly report on
Form 10-Q could not be filed with the U.S. Securities and
Exchange Commission by May 10, 2007, without unreasonable effort
or expense due to the delay in completing its 2006 audit.
The company previously entered into a definitive agreement to
sell its 82.14% interest in La Electricidad de Caracas. As a
result, the company anticipates presenting EDC in discontinued
operations for both 2006 and 2007 in the company's financial
statements. At this time, the company has not completed a
reasonable estimate of its results because it has had to
allocate significant time and resources to the restatement of
prior period financial statement that will be filed with the
2006 report on Form 10-K.
AES Corporation -- http://www.aes.com/-- is a global power
company. The company operates in South America, Europe, Africa,
Asia and the Caribbean countries. Generating 44,000 megawatts
of electricity through 124 power facilities, the company
delivers electricity through 15 distribution companies.
The company has Asian presence in China, India and Sri Lanka.
AES has been in Eastern Europe for nearly ten years, since it
acquired three power plants in Hungary in 1996. Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary. AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.
* * *
In Oct. 20, 2006, Moody's Investors Service's downgraded its B1
Corporate Family Rating for AES Corporation in connection with
the implementation of its new Probability-of-Default and Loss-
given-default rating methodology. Additionally, Moody's revised
its probability-of-default ratings and assigned loss-given-
default ratings on the company's loans and bond debt obligations
including the B1 rating on its senior unsecured notes 7.75% due
2014, which was also given an LGD4 loss-given default rating,
suggesting noteholders will experience a 55% loss in the event
of a default.
BANK OF BARODA: Net Profit Grew 18% in Quarter Ended March 31
-------------------------------------------------------------
Bank of Baroda'S net profit for the quarter ended March 31,
2007, grew 18% to INR2.46 billion from the INR2.09 billion
gained in the same quarter last year. The bank's revenues
increased 30% from INR23.58 billion in the quarter ended March
31, 2006, to INR30.70 billion in the March 2007 quarter.
For the January-March 2007 period, the bank's expenditures
totaled INR23.26 billion, up 33% from the INR17.55 billion
incurred in the March 2006 quarter. In the March 2006 quarter,
the bank booked taxes of INR1.87 billion, and provisions and
contingencies of INR3.12 billion.
A full-text copy of the bank's financial results for the quarter
ended March 31, 2006, is available for free at:
http://ResearchArchives.com/t/s?1f48
For the year ended March 31, 2007, the bank reported a net
profit of INR10.26 billion on revenues of INR103.86 billion. In
the prior financial year, the bank posted a net profit of
INR8.27 billion on revenues of INR82.92 billion.
A full-text copy of the bank's financial results for the year
ended March 31, 2006, is available for free at:
http://ResearchArchives.com/t/s?1f4a
Headquartered in Mumbai, India, Bank of Baroda --
http://www.bankofbaroda.com/-- is a provider of banking
services in India. The company's solutions includes personal
banking, which includes deposits, retail loans, credit cards,
debit card, lockers and other services; business banking, which
comprises working capital, term finance and traders loans;
corporate banking, which includes cash management and
remittances, multi-city cheques, appraisals and merchant
banking; international business, which includes import finance,
international treasury, export finance, correspondent banking
and other solutions; treasury banking, which comprises domestic
operations and forex operations, and rural banking, which
includes retail loan, small businesses and small scale
industries.
Fitch Ratings, on May 9, 2007, assigned 'BB' ratings to Bank of
Baroda's proposed unsecured subordinated Upper Tier 2 notes
(expected size: USD250 million plus greenshoe option), as well
as the hybrid Tier 1 debt to be issued under its USD1.5 billion
medium-term notes programme. The agency also affirmed the
bank's Individual Rating of 'C/D'. The outlook on all ratings
is stable.
BANK OF INDIA: Schedules Board Meeting on May 22
------------------------------------------------
Bank of India's board of directors will hold a meeting on
May 22, 2007, inter alia, to consider and approve the bank's
consolidated audited financial results for the year ended
March 31, 2007, a filing with the Bombay Stock Exchange states.
In another BSE filing, the bank disclosed that Chairman &
Managing Director M. Balchandran retired on April 30, 2007.
Bank of India -- http://www.bankofindia.com/-- has 2,628
branches spread over all states/union territories in India,
including 93 specialized branches. The bank provides a range of
financial products and services, including numerous credit
schemes, deposit schemes, cash management services, credit/debit
cards, deposit vaults and corporate bonds. It also extends
finance to small and medium enterprises and small-scale
industries. It provides a variety of loans, such as mortgage
loans, educational loans, auto finance loans, holiday loans,
personal loans and home loans. The bank offers Internet banking
services for both the retail and corporate clients.
The bank also operates in the Cayman Islands, China, the Channel
Islands, France, Hong Kong, Indonesia, Japan, Kenya, Singapore,
the United Kingdom, the United States and Vietnam.
* * *
As reported in the Troubled Company Reporter - Asia Pacific on
Feb. 1, 2007, Standard & Poor's Ratings maintained Bank of
India's Bank Fundamental Strength Rating at 'C'.
BHARTI AIRTEL: Board Issues 1,214,307 Shares on FCCB Conversion
---------------------------------------------------------------
The Allotment Committee of Bharti Airtel Ltd's board of
directors, during its meeting on May 15, 2007, issued 1,214,307
fully paid up equity shares of the company upon conversion of
US$6,500,000 Foreign Currency Convertible Bonds.
With the allotment of the shares, the equity base of the company
has increased from 1,895,934,157 to 1,897,148,464 equity shares
of INR10 each.
Headquartered in New Delhi, India, Bharti Airtel Limited --
http://www.bhartiairtel.in/-- is a telecom services provider.
The company has three business units: Mobile Services, Broadband
& Telephone Services (B&TS), and Enterprise Services. The
Mobile Services business unit offers mobile services in all 23
telecom circles of India. The B&TS business unit provides
broadband and telephone services in 90 cities across India. The
Enterprise Services business unit has two sub-units: Carriers
(long-distance services) and Corporates. Through Enterprise
Services-Carriers, Bharti Airtel provides national and
international long-distance services. The Enterprise Services-
Corporates business unit provides integrated voice and data
communications solutions to corporate customers and small and
medium-size enterprises.
* * *
The Troubled Company Reporter - Asia Pacific reported on
June 28, 2006, that Fitch Ratings affirmed Bharti Airtel
Limited's long-term foreign currency issuer default rating at
BB+. The outlook on the rating remains stable.
Additionally, Standard and Poor's Rating Services put the
company's long-term local and foreign issuer credit ratings on
BB+ on Sept. 21, 2005. As of May 16, 2007, the company still
carries the rating.
IMAX CORP: Bondholder Asks Court to Nullify Consent Solicitation
----------------------------------------------------------------
IMAX Corporation, on May 10, 2007, was served with a lawsuit
filed in New York Supreme Court, New York County, by a
bondholder seeking, among other things, judgment declaring that
the Consent Solicitation entered by the company was invalid and
ineffective and that the Company remains in default under the
Indenture.
On April 26 and May 3, the company received a purported notice
of default under the indenture governing its US$160 million of
9-5/8% Senior Notes due Dec. 1, 2010, from a single activist
bondholder and the bondholder's custodian.
The Notice relates to alleged defaults for the company's failure
to comply with the reporting covenant and the obligation to
provide compliance certificates arising out of such default.
In April 2007, the company sought waivers of any past default or
event of default arising from its failure to comply with the
financial reporting covenant in the Indenture and consents with
respect to an amendment to the Indenture to provide that any
failure of the company to comply with such reporting covenant
during the period March 30-May 31 or, at the option of the
Company, which would require payment of additional consent fees
to certain holders of Senior Notes, June 30, 2007, will not
constitute a default or be the basis of an event of default
under the Indenture.
On April 16, the company received consents from holders of
approximately 60% aggregate principal amount of the Senior Notes
and a supplemental indenture for the Senior Notes effecting the
amendment and waiver was executed.
The bondholder had previously and unsuccessfully attempted to
convince the trustee under the Indenture to place the company in
default under the Indenture in March 2007, and unsuccessfully
attempted to organize opposition to the Consent Solicitation.
The Company believes that it is in compliance with the Indenture
and that the claims are meritless.
About IMAX Corp.
Headquartered jointly in New York City and Toronto, Canada,
IMAX Corporation -- http://www.imax.com/-- (NASDAQ:IMAX) is one
of the world's leading entertainment technology companies, with
particular emphasis on film and digital imaging technologies
including 3D, post-production and digital projection. IMAX is a
fully integrated, out-of-home entertainment enterprise with
activities ranging from the design, leasing, marketing,
maintenance, and operation of IMAX(R) theatre systems to film
development, production, post-production and distribution of
large-format films. IMAX also designs and manufactures cameras,
projectors and consistently commits significant funding to
ongoing research and development. IMAX has locations in
Guatemala, India, Italy, among others.
At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of US$32,790,000, compared to a deficit of
US$23,043,000 at Dec. 31, 2005.
MYLAN LABS: To Buy Merck KGaA's Generics Biz for EUR4.9 Billion
---------------------------------------------------------------
Mylan Laboratories Inc. and Merck KGaA on Saturday disclosed the
signing of a definitive agreement under which Mylan will acquire
Merck's generics business for EUR4.9 billion (US$6.7 billion) in
an all-cash transaction.
The combination of Mylan and Merck Generics will create a
vertically and horizontally integrated generics and specialty
pharmaceuticals leader with a diversified revenue base and a
global footprint.
On a pro forma basis, for calendar 2006, the combined company
would have had revenues of approximately US$4.2 billion, EBITDA
of approximately US$1.0 billion and approximately 10,000
employees, immediately making it among the top tier of global
generic companies, with a significant presence in all of the top
five global generics markets.
In addition to retaining Hank Klakurka, currently President and
CEO of Merck Generics, Mylan has executed long-term employment
agreements with members of Merck Generics' senior management
team, ensuring that senior leadership remains intact. Mylan
views the existing management and employees of Merck Generics as
key to the success of the combined company.
Robert J. Coury, Mylan's Vice Chairman and Chief Executive
Officer, commented: "Mylan's acquisition of Merck Generics would
substantially complete the execution on one of its long-term
visions: to create a world class global quality generics leader.
The fit between our two companies is truly outstanding. Mylan
is already a leader in the U.S., the world's largest market, and
through Matrix Laboratories controls one of the broadest API
platforms in the world. Merck Generics provides us with leading
positions in many of the world's other key regions. Together,
we will form a powerful, diverse, robust and vertically
integrated generics platform.
The combination with Merck Generics will significantly extend
the company's range of therapeutic categories and dosage forms,
and bring us a number of new, differentiated products and
successful franchises."
Hank Klakurka, President and CEO of Merck Generics, said: "My
management team and I are extremely excited to be joining the
Mylan team. We believe Mylan is the best possible acquirer for
our company. The two businesses are an excellent fit in terms
of geography and product mix, and together we can offer
extremely attractive product baskets across our combined
territories. Mylan has established itself as a leader in the
U.S. in terms of quality, manufacturing excellence and customer
service, and has demonstrated a strong commitment to its
employees and the communities in which it operates. My team and
I look forward to working with Mylan to build an undisputed
world leader in quality generics."
Strategic Rationale
The acquisition offers a unique, compelling opportunity to
create a global generics leader with critical mass in most of
the important generics markets. The transaction positions Mylan
to leverage substantial growth opportunities and maximize
operating efficiencies driven by global scale.
* Leadership and scale in key global regions:
The transaction creates critical mass by combining Mylan's
leading position in the U.S. wit Merck Generics' broad
geographic mix, including leading positions in Australia,
France, Japan, Portugal, Spain and the U.K. This global
footprint creates substantial growth opportunities, and reduces
the risks associated with over-reliance on any one region.
* Broad and diversified product portfolio:
The new company will be well diversified across most therapeutic
areas with approximately 560 products.
* Differentiated dosage form expertise:
The combined company will have manufacturing capabilities in
several specialized dosage forms including solid orals, patches,
controlled-release and high potency formulations, antibiotics,
sterile liquids, inhalants and creams. Many of these dosage
forms benefit from barriers to competition and longer product
growth cycles. Additionally, Merck Generics has a highly
successful product sourcing and in-licensing strategy that has
allowed the company to develop critical mass in key
differentiated dosages in attractive markets.
* Vertical integration and API supply:
Together, Mylan and Merck Generics will benefit from significant
savings driven by Matrix's low cost, high quality API capacity
and the benefits of manufacturing high product volumes for
multiple markets around the world. In 2007, Mylan completed its
acquisition of a 71.5% stake in India-based Matrix, the second
largest API manufacturer globally, with more than 165 APIs in
the marketplace or under development.
Transaction Details
Under terms of the transaction, which have been unanimously
approved by Mylan's Board of Directors, Mylan will acquire 100%
of the shares of the various businesses comprising Merck
Generics for a cash consideration of EUR4.9 billion ($6.7
billion).
Mylan has secured fully committed debt financing from Merrill
Lynch, Citigroup and Goldman Sachs.
The transaction is anticipated to be dilutive to full-year cash
EPS in year one, breakeven in year two, and significantly
accretive thereafter based on management's internal projections.
The company is committed to reducing its leverage in the near
term through the issuance of $1.5 billion to $2.0 billion of
equity and equity-linked securities. The combined company will
generate substantial free cash flow that will further enable it
to rapidly reduce acquisition-related debt. Reflecting its more
leveraged capital structure and focus on growth, Mylan is
suspending the dividend on its common stock.
Mylan expects to achieve synergies of approximately $250 million
by the end of year three. The majority of these synergies will
result from vertical integration of Merck's API supply by
leveraging the Matrix platform, aligning capabilities in
research and development, and driving further efficiencies in
increased manufacturing volumes of key products across the
globe.
Mylan does not anticipate significant reductions in headcount at
Mylan, Matrix or Merck Generics in order to achieve these
synergies.
The combined company will have a dramatically accelerated growth
profile with long-term compounded net income growth expected to
exceed 30% per annum and long-term revenue growth in excess of
10%. This growth will be driven by new opportunities created by
the formation of a truly global platform, through promising
growth at Merck Generics, and by expected de-leveraging of the
balance sheet.
The transaction remains subject to regulatory review in relevant
jurisdictions and certain other customary closing conditions,
and is expected to close in the second half of 2007.
Mr. Coury concluded: "We have been very impressed by the
successful business built by the management team and employees
at Merck Generics and by their dedication to excellence across
all areas of their operations. We look forward to working
together to create greater opportunities for all employees of
Mylan and Merck Generics, as well as to uniting two cultures
built on excellence in regulatory, R&D, manufacturing and
customer service in one of the world's largest global generic
pharmaceutical companies."
Merrill Lynch acted as exclusive financial advisor and provided
a fairness opinion to Mylan in this transaction. The external
legal counsel for Mylan was Cravath, Swaine & Moore LLP.
About Merck Generics
Merck Generics offers affordable standard therapies in nearly
all major therapeutic areas through high-quality drugs
containing active ingredients that are no longer patent
protected. The range of products includes a wide assortment of
more than 400 different substances plus special dosage forms and
delivery systems with high patient benefit.
Merck Generics is a subsidiary of Merck KGaA, a more than 300-
year old global chemical and pharmaceutical conglomerate.
About Mylan Laboratories
Mylan Laboratories Inc. -- http://www.mylan.com/-- (NYSE:MYL)
manufactures prescription medicines specializing in developing,
manufacturing and marketing generic pharmaceuticals. Mylan
manufactures and markets 160 generic products in nearly 400
product strengths, covering 46 therapeutic categories. Mylan is
headquartered just outside of Pittsburgh and operates through
its three subsidiaries: Mylan Pharmaceuticals (Morgantown,
W.Va.) is primarily focused on solid oral dose generic
pharmaceutical products. Mylan Technologies (St. Albans, Vt.) is
the market leader in generic transdermal drug delivery
technology and is the largest producer of generic transdermal
patches for the U.S. market. UDL Laboratories (Rockford, Ill.)
is the number one supplier of unit dose pharmaceuticals to
hospitals and other institutions across the United States.
Mylan also owns a 71.5% stake in Matrix Laboratories Limited of
India. The company also has a production facility in Puerto
Rico.
On May 16, 2007, the Troubled Company Reporter - Asia Pacific
reported that Moody's Investors Service placed these ratings of
Mylan Laboratories Inc. under review for possible downgrade:
-- Ba1 Corporate Family Rating
-- Ba1 Probability of Default Rating
-- Ba1 (LGD4, 51%) sr. unsecured revolving credit facility
of
US$700 million due 2011
-- Ba1 (LGD4, 51%) sr. unsecured revolving credit facility
of
US$300 million due 2011
-- Ba1 (LGD4, 51%) sr. unsecured term loan of US$450 million
due 2012
-- Ba1 (LGD4, 51%) sr. unsecured notes of US$150 million due
2010
-- Ba1 (LGD4, 51%) sr. unsecured notes of US$350 million due
2015
=================
I N D O N E S I A
=================
ANEKA TAMBANG: To Acquire US$120-Mil. Loan From Two Local Banks
---------------------------------------------------------------
PT Aneka Tambang Tbk will acquire a US$120 million loan from PT
Bank Mandiri and PT Bank Central Asia, Bloomberg News says,
citing a report from the Investor Daily.
According to the report, Bank Mandiri will provide US$70 million
while Bank Central Asia will provide the remaining US$50
million.
Aneka Tambang needs US$225 million to fund an aluminum project,
Bloomberg noted from the Investor Daily article.
About Aneka Tambang
PT Aneka Tambang Tbk -- http://www.antam.com/-- mines,
processes, develops, and explores natural deposits. The company
operates six mines. They are located in Riau (bauxite),
Sulawesi and Maluku (nickel), Central Java (iron sand), and
WestJava (gold). The company also operates a precious metal
refinery and a geology unit in Jakarta.
* * *
The Troubled Company Reporter - Asia Pacific reported on Dec. 4,
2006, that Standard & Poor's Ratings Services raised its long-
term corporate credit rating on Indonesian state-owned mining
company PT Antam Tbk. to 'B+' from 'B'. The outlook is stable.
At the same time, Standard & Poor's also raised to 'B+', from
'B', the rating on the senior unsecured notes issued by Antam
Finance Ltd. and guaranteed by Antam.
On July 14, 2005, Moody's gave Aneka Tambang's long-term
corporate family rating of B1. As of May 16, 2007 the company
still carries that rating.
BAKRIE SUMATERA: Plans Joint Venture With Foreign Investors
-----------------------------------------------------------
PT Bakrie Sumatera Plantations Tbk plans to establish a joint
venture company with a few foreign investors to acquire palm
plantation companies, Reuters reports.
According to the report, Barkie will take a 20% stake in the
joint venture company and the remaining 80% will be held by the
foreign investors.
Bakrie, according to Reuters, will have the right to buy the
investors' stakes of up to 51% for the first twelve months after
the joint venture is established. In the third year, the
company can increase its stake again if investors sell their
stakes; and in the fourth year into the joint venture, Bakrie
will have the right to increase its controlling stake between
51% and 100%.
About Bakrie Sumatera
Headquartered in Sumatra, Indonesia, Bakrie Sumatera Plantations
Tbk is Indonesia's third largest largest publicly traded
plantation company. It is 54% owned by PT Bakrie & Brothers
Tbk, and its products include crude palm oil, palm kernel oil
and latex. It was listed in 1990 on the Jakarta Stock Exchange.
BSP carries Standard & Poor's Ratings Services' 'B' corporate
credit rating. The outlook is stable.
The Troubled Company Reporter - Asia Pacific reported on March
1, 2007, that Moody's Investors Service affirmed the B2 senior
secured debt rating for Bakrie Sumatera Plantations Tbk
following its decision to increase the existing bond size of
US$110 million by another US$45 million. At the same time,
Moody's also affirmed the B2 corporate family rating for BSP.
The outlook for all the ratings is stable.
GENERAL NUTRITION: Discloses First Quarter Financial Results
------------------------------------------------------------
General Nutrition Centers, Inc. reported its financial results
for the first quarter ended March 31, 2007.
General Nutrition Centers, Inc. is an indirect wholly owned
subsidiary of GNC Parent LLC that was acquired on March 16,
2007, by affiliates of Ares Management LLC and Ontario Teachers'
Pension Plan Board. As such, the financial results represent
the aggregate of the financial results of General Nutrition
Centers, Inc. from January 1, 2007, through March 15, 2007,
predecessor, and the results from March 16, 2007, to March 31,
2007, successor.
For the quarter, the Company reported revenues of US$391.9
million, a 1.3% increase over the same quarter in 2006. This
increase was the result of increased revenues in the retail
segment, which improved by 3.3% on same store sales increases of
0.5% and 10.4% for its company-owned domestic stores, including
the internet, and its Canadian stores, respectively, and the
addition of 38 net new stores compared to the same quarter in
2006. This increase was partially offset by lower revenues in
Franchising and Manufacturing/Wholesale.
For the quarter, the Company reported earnings before interest,
income taxes, depreciation and amortization of US$4.1 million
compared to US$37.5 million for the same quarter in 2006. The
change is EBITDA was primarily the result of transaction costs
and related expenses incurred in relation to the acquisition of
the Company on March 16, 2007.
As a result of the acquisition, US$51.3 million of transaction-
related costs were recorded in the first quarter operating
results, including US$34.6 million of transaction fees and
expenses; US$15.3 million of compensation expenses related to
the transaction, and US$1.4 million of non-cash purchase
accounting adjustments recorded as a part of cost of sales.
Additionally, the Company recorded US$0.5 million of non-cash
stock-based compensation expense in the quarter. Included as a
part of compensation expense for the first quarter of 2006 was
US$4.8 million of discretionary payments made to stock option
holders in conjunction with a distribution made to shareholders
in March 2006 and US$0.6 million of non-cash, stock-based
compensation expense.
Excluding the above items, adjusted EBITDA was US$47.7 million
for the first quarter 2007, 11.1% over adjusted EBITDA of
US$42.9 million in the same quarter 2006.
About General Nutrition
Pittsburgh, Pennsylvania-based General Nutrition is a subsidiary
of GNC Corp. -- http://www.gnc.com/-- a specialty retailer of
health and wellness products, including vitamins, minerals,
herbal, and specialty supplements (VMHS), sports nutrition
products and diet products. The company sells its products
through a worldwide network of more than 5,800 locations
operating under the GNC brand name and operates in three
business segments: retail, franchise and manufacturing/
wholesale.
GNC's Asian operations include those in Indonesia and the
Philippines.
As reported in the Troubled Company Reporter-Latin America on
March 2, 2007, Moody's Investors Service assigned these ratings:
-- US$710 million senior secured credit facility at B1
(LGD 2, 27%);
-- US$300 million floating-rate seven-year senior notes
at Caa1 (LGD 5, 77%);
-- US$125 million fixed-rate eight-year senior subordinated
notes at Caa2 (LGD 6, 95%);
-- Corporate family rating at B3;
-- Probability-of-default rating at B3;
-- Speculative Grade Liquidity rating at SGL-3.
HILTON HOTELS: To Develop 10 Hotel Projects in India With DLF
-------------------------------------------------------------
Hilton Hotels Corp. is in partnership with DLF plans to develop
10 hotel projects in India under its full service Hilton
business hotel brand, Hilton Garden Inn and its long stay brand,
Homewood Suites by Hilton. The revelation marks the first stage
of development for the Hilton-DLF joint venture company, which
will culminate in the opening of the first Hilton Garden Inn
hotel in Saket in 2008.
Ian Carter, executive vice president and CEO Hilton
International Operations was in Delhi this week and commented,
"We are delighted with the substantial progress of our joint
venture company with DLF in India. Having identified 20 key
sites in India, we are moving quickly toward to realizing our
goal of becoming a household name in India in the next 5 years,
with the first 10 hotel projects underway. We are very
confident in our partnership with DLF".
The first 10 sites where the Hilton-DLF joint venture will open
hotels are:
* Hilton Garden Inn, Saket
* Hilton Garden Inn Rohini, New Delhi
* Hilton Garden Inn Mysore, Karnataka
* Hilton Whitefield Bangalore
* Hilton Kolkata
* Hilton Garden Inn Bhubaneshwar
* Homewood Suites Bhubaneshwar
* Hilton Garden Inn Hyderabad
* Homewood Suites Hyderabad
* Hilton Goa Convention Centre
Following the acquisition of the hotels business of Hilton
International plc by Hilton Hotels Corporation in February 2006,
Hilton Hotels is now the largest international hotel chain
worldwide, by profit. The Company is exporting successful US-
grown Hilton Family of brands hotel products into the
international markets, with the goal of offering customers a
consistent choice and personalized service across almost all
price points in strategic markets.
In line with this strategy, Hilton Hotels Corporation has
recently named plans to open 1,000 hotels in the USA in the next
5 years and 1,000 hotels outside North America in the next 10
years. A key area of focus for development is the Indian
market, where the Company aims to develop and own 50 to 75
hotels over the next 5 to 7 years thorough its partnership with
DLF, India's largest developer.
The Hilton-DLF joint venture will focus on 3 Hilton Family
brands, including the flagship Hilton; business brand; Hilton
Garden Inn; and long stay brand Homewood Suites.
Koos Klein, President Hilton Hotels Asia Pacific, said, "With
huge growing demand for hotel room supply in India, there is
great potential for Hilton to tap this opportunity, particularly
now that we have partnered with the country's largest developer.
We are conducting extensive research into what the Indian
business traveler wants on the road and these insights will help
us customize short and long stay business hotel prototype
concepts for the Indian travelers' needs. We aim to define the
business hotel segment in India".
In addition to Hilton Hotels' plans to open properties through
its joint venture with DLF, the Company will manage 5 new
properties scheduled to open in India in the next two years.
This will include Shilim Retreat by Hilton, Hilton Bangalore,
Hilton Residences Bangalore, Hilton Chennai and Hilton
Hyderabad.
About Hilton Hotels
Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Finland, India,
Indonesia, Trinidad and Tobago, Philippines and Vietnam.
* * *
In March 2007, Standard & Poor's Ratings Services raised its
corporate credit and senior unsecured ratings on Hilton Hotels
Corp. to 'BB+' from 'BB' and removed the ratings from
CreditWatch where they were placed with positive implications on
Jan. 31. S&P said the outlook is stable.
In February 2007, Moody's Investors Service upgraded Hilton
Hotels Corporation's corporate family rating to Ba1 from Ba2
reflecting a reduction in leverage from a faster than expected
pace of asset sales and strong earnings during 2006. Adjusted
debt to EBITDAR has improved to around 5.0x from 6.0x in January
2006.
HILTON HOTELS: To Manage Two Doubletree Hotels in China
-------------------------------------------------------
Hilton Hotels Corporation has signed an agreement to manage two
Doubletree(R) hotels in China -- Doubletree by Hilton Beijing
and Doubletree by Hilton Kunshan -- both scheduled to open in
2008.
Koos Klein, President of Hilton Hotels Asia Pacific believes
that the versatility of Doubletree(R) hotels is beneficial to
the Hilton Family's plans to expand the reach of their quality
accommodations across China.
"Whether it is a city center conversion project, large new build
development or destination resort, Doubletree by Hilton delivers
a unique blend of contemporary design with informal and friendly
service within the upscale sector," Mr. Klein said.
Situated in the southwest quarter of the city and 8 kilometer
from main attractions Tiananmen Square and the Forbidden City,
Doubletree by Hilton Beijing will feature 455 spacious bedrooms,
98 upscale residences and contemporary food and beverage
outlets, including 24-hour dining.
Wang Yonghe, Chairman of the Board of China Overseas Real Estate
Development Corporation expressed good faith in the agreement
with Hilton. "We strongly believe that Doubletree by Hilton
Beijing will add something new to the city and fairly good
financial results to our project as well," he said.
Doubletree by Hilton Kunshan will be strategically located in
Huaqiao, wedged between two of China's top five economies,
Shanghai and Suzhou, with the Shanghai Automobile City and
China's Formula 1 racing circuit close by.
Both properties will also provide health clubs and a wide range
of conference and banqueting facilities.
About Hilton Hotels
Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Finland, India,
Indonesia, Trinidad and Tobago, Philippines and Vietnam.
* * *
In March 2007, Standard & Poor's Ratings Services raised its
corporate credit and senior unsecured ratings on Hilton Hotels
Corp. to 'BB+' from 'BB' and removed the ratings from
CreditWatch where they were placed with positive implications on
Jan. 31. S&P said the outlook is stable.
In February 2007, Moody's Investors Service upgraded Hilton
Hotels Corporation's corporate family rating to Ba1 from Ba2
reflecting a reduction in leverage from a faster than expected
pace of asset sales and strong earnings during 2006. Adjusted
debt to EBITDAR has improved to around 5.0x from 6.0x in January
2006.
INDOSAT: Pefindo Reaffirms "idAA+" Bond Ratings
-----------------------------------------------
Pefindo reaffirmed the ratings for PT Indosat Tbk and the
Company's outstanding Bonds II/2002, Bonds III/2003 and Bond
IV/2005 totaling IDR4.39 trillion at "idAA+", while the rating
of the Company's Syariah-Mudharabah Bond I/2002 and Syariah-
Ijarah Bond II/2005 totaling IDR460 billion are reaffirmed at
"idAA+(sy)". At the same time, PEFINDO assigned "idAA+" to the
Company's proposed Bond V/2007 amounting to a maximum of IDR2.7
trillion and "idAA+(sy)" to the Company's proposed Syariah-
Ijarah Bond III/2007 of IDR300 billion. Outlooks for the
ratings are "Stable".
The ratings reflect:
* favorable cellular industry;
* the Company's strong market position; and
* stable cash flow protection.
The ratings, however, are mitigated by aggressive expansion and
tightening competition in the telecommunication industry.
ISAT was initially established in 1967 as the exclusive operator
of international communication services. Following the
liberalization in the telecommunication industry, ISAT was
developed into a full network service provider, covering
cellular, fixed line, MIDI, and other telecommunication
services. As of December 31, 2006, ISAT was 40.81% owned by
Indonesia Communications Limited, Mauritius, and Indonesia
Communications Pte. Ltd., Singapore, both of which are 75% owned
by Singapore Technologies Telemedia Communications Ltd. The
government of Indonesia owns 14.29%, and others, including
public, own a stake below 5%, which aggregates to the remaining
44.90%.
About Indosat
PT Indosat Tbk -- http://www.indosat.com/-- is a fully
integrated Indonesian telecommunications network and service
provider and provides a full complement of national and
international telecommunications services in Indonesia. The
company provides international long-distance services in
Indonesia. It also provides multimedia, data communications and
Internet services to Indonesian and regional corporate and
retail customers. The company's principal cellular service is
the provision of airtime, which measures the usage of its
cellular network by its customers. Airtime is sold through
postpaid and prepaid plans. It provides a variety of
international voice telecommunications services and both
international switched and non-switched telecommunications
services. MIDI services include high-speed point-to-point
international and domestic digital leased line broadband and
narrowband services, a high-performance packet-switching service
and satellite transponder leasing and broadcasting services.
* * *
The Troubled Company Reporter - Asia Pacific reported on May 22,
2006, that Moody's Investors Service affirmed the Ba1 local
currency corporate family rating of PT Indosat Tbk, and the Ba3
foreign currency senior unsecured bond rating of Indosat Finance
Company B.V. and Indosat International Finance Company B.V. The
bonds are irrevocably and unconditionally guaranteed by Indosat.
The outlook for the ratings remains positive.
A TCR-AP report on June 7, 2006, stated that Fitch Ratings
affirmed PT Indosat Tbk's long-term foreign and local currency
Issuer Default Ratings at 'BB-'. The outlook on the ratings is
stable.
PANCA WIRATAMA: President Director Winarto to Resign on June 1
--------------------------------------------------------------
Elly J. Sabari Winarto, PT Panca Wiratama Sakti Tbk's President
Director, will resign from her current office effective June 1,
2007, Reuters reports.
Headquartered in Jakarta, Indonesia, PT Panca Wiratama Sakti Tbk
is a real estate company engaged in the development and
management of real estate in Tangerang.
The Troubled Company Reporter - Asia Pacific reported on May 11,
2007, that Panca Wiratama has a shareholders' deficit of
US$18.82 million.
* Indonesia's Economy Growing Faster Than Forecasted, WSJ Says
--------------------------------------------------------------
Indonesia's economy grew faster than expected in the first
quarter, relieving concerns that the country's economy could
fall short of the targeted 6%, The Wall Street Journal reports.
The country's central bank, however, is still likely to cut
interest rates at least one more time, the report added.
Citing the Central Statistics Agency, the Journal relates that
gross domestic product expanded 6% in the first quarter from a
year earlier, which is faster than the average 5.75% forecast by
a Dow Jones Newswires' poll of 12 regional economists.
According to the statistics agency, agriculture and export were
the main economic growth that helped boost the economy even
though they are seasonal, the reports says. Analysts told The
Journal that the data were encouraging as it indicates that the
economy was relying less on private consumption.
The analysts further forecasted that the Indonesian economy will
expand 6.3% in 2007, the report adds.
=========
J A P A N
=========
AKITA BANK: Appoints Seietsu Fujiwara as New President
------------------------------------------------------
The Akita Bank, Ltd. appoints Seietsu Fujiwara as president of
the company effective June 28, 2007, Reuters Key Developments
reports.
Mr. Fujiwara replaces Takashi Shinkai.
Headquartered in Akita, Japan, The Akita Bank, Ltd. --
http://www.akita-bank.co.jp-- is a regional financial
institution. The bank has operations in four business divisions.
The Banking division provides deposit, loan, stock investment,
domestic exchange, foreign exchange and bond registration
services, among others, through a domestic network of 101
branches and two representative offices. The Peripheral segment
is engaged in the cash check and management business, the
manpower dispatch business and the real-estate collateral
evaluation business, among others. The Securities division is
involved in the provision of personal loan credit guarantee and
credit services, among others. The Leasing division is engaged
in the leasing business.
Fitch Ratings assigned a C to Akita Bank's individual rating on
September 14, 2005.
AKITA BANK: Discloses a 3.7% Increase in Net Profit for FY2007
---------------------------------------------------------------
Akita Bank, Ltd. disclosed its consolidated results for the year
ended March 31, 2007, with a 3.7% increase in its net income to
JPY4.95 billion from the fiscal year's JPY4.78 billion.
The bank's revenues rose 3.4% year-on-year to JPY53.41 billion
in FY2007 from JPY51.64 billion in FY2006.
The bank forecasts its net income grow 3% to JPY5.1 billion next
fiscal year. The bank also sees increased revenues in FY2008 by
3% to JPY55 billion.
About Akita Bank
Headquartered in Akita, Japan, The Akita Bank, Ltd. --
http://www.akita-bank.co.jp-- is a regional financial
institution. The bank has operations in four business divisions.
The Banking division provides deposit, loan, stock investment,
domestic exchange, foreign exchange and bond registration
services, among others, through a domestic network of 101
branches and two representative offices. The Peripheral segment
is engaged in the cash check and management business, the
manpower dispatch business and the real-estate collateral
evaluation business, among others. The Securities division is
involved in the provision of personal loan credit guarantee and
credit services, among others. The Leasing division is engaged
in the leasing business.
Fitch Ratings assigned a C to Akita Bank's individual rating on
September 14, 2005.
NOMURA HOLDINGS: Willing to Bet Own Capital for Higher Returns
--------------------------------------------------------------
The Wall Street Journal reported yesterday that Nomura Holdings
Inc. Chief Executive Nobuyuki Koga said his company "is seeking
to put more of its own capital at risk" as pressure from foreign
investment banks and discount rivals intensifies.
Andrew Morse and Kazuhiro Shimamura, writing for the Journal,
note that traditionally, Nomura has relied on brokerage fees
from its vast base of retail investors. "While that has served
the brokerage firm well during periods when the market is
rising, it has weighed on Nomura when the market has been flat,
including last year."
The Troubled Company Reporter - Asia Pacific on April 30, 2007,
reported that for the fiscal year ended March 31, 2007, Nomura
Holdings' net revenue was JPY1.09 trillion, a decrease of 4.8%
compared to the previous fiscal year. Income before income
taxes declined 41% year-on-year to JPY321.8 billion, while net
income declined 42.2% to JPY175.8 billion. As a result, ROE for
the year was 8.3%.
In an interview, Mr. Koga told the Journal that Nomura is
willing to put more of its own capital at risk to generate
better returns. "The new approach will include more exotic
underwritings and direct investments, like private-equity
acquisitions, he said," according to the report.
"Our aim is to have between 250 billion yen and 300 billion yen
($2.08 billion and $2.49 billion) in [private equity] exposure
focusing on Japan," Mr. Koga told the Journal. "We announced
that target two years ago, and now we are realizing that goal."
About Nomura Holdings
Nomura Holdings, Inc. -- http://www.nomura.com/-- is a
securities and investment banking firm in Japan and have
worldwide operations in more than 20 countries and regions
including Japan, the United States, the United Kingdom,
Singapore and Hong Kong through its subsidiaries. Nomura
operates in five business segments: Domestic Retail, which
includes investment consultation services to retail customers;
Global Markets, which includes fixed income and equity trading
and asset finance businesses in and outside Japan; Global
Investment Banking, which includes mergers and acquisitions
advisory and corporate financing businesses in and outside
Japan; Global Merchant Banking, which includes private equity
investments in and outside Japan, and Asset Management, which
includes development and management of investment trusts, and
investment advisory services.
As of May 11, 2007, Nomura Holdings still carries Fitch Ratings'
'C' individual rating that was given on April 13, 2006.
SAPPORO HOLDINGS: Steel Partners Responds to AWS Questions
----------------------------------------------------------
On Tuesday, Steel Partners Japan Strategic Fund (Offshore), L.P.
delivered to the management of Sapporo Holdings Ltd. answers to
the Company's advanced warning system questions.
In an attached cover letter, the Fund said it does not believe
many of the AWS Questions are relevant to the interests of
Sapporo shareholders in light of the Fund's offer to acquire
66.6% of the voting rights in the Company.
The letter states: "Sapporo has used the purported legitimacy of
the AWS to formulate a series of questions that are clearly
inappropriate and overly broad."
The letter continues: "The Fund has to ask whether the true
purpose of the AWS questions is to provide a back and forth of
unanswerable questions that would delay for an indefinite period
of time the ability of Sapporo's shareholders to consider the
Fund's proposal."
The Fund reiterated its desire to sit down with the Company's
management at the earliest possible date to hold discussions "on
a friendly basis" related to its offer.
Cover Letter
Sapporo Holdings Limited (the Company)
20-1, Ebisu 4-chome, Shibuya-ku, Tokyo 150-8522
Attention: Mr. Takao Murakami
Representative Director and President
The Special Committee
Steel Partners Japan Strategic Fund (Offshore), L.P.
P.O. Box 2681 GT, Century Yard, 4th Floor
Cricket Square, Hutchins Drive
George Town, Grand Cayman
Cayman Islands, British West Indies
PROPOSAL DATED FEBRUARY 15, 2007; LETTER OF MARCH 26, 2007
We are writing to you today to clarify certain issues you
raised in your letter dated March 26, 2007, and to deliver to
you our answers to the Company's advanced warning system
(AWS) questions (the AWS Questions).
You will note that we have qualified certain of our
answers, which are attached hereto, to the AWS Questions
because of the sensitive and confidential nature of the
response that the questions solicit. In light of the Board's
reluctance to enter into a mutual confidentiality agreement
prior to receiving the Fund's answers to the AWS questions,
we have made a good faith effort to provide the Board as much
information as possible. We respectfully request that the
Board reconsider entering into a mutual confidentiality
agreement so that we can provide additional detail to the AWS
Questions if the Board believes our responses are not for all
practical purposes adequate.
What is clear to the Fund from the questions posed by
Sapporo is that Sapporo has used the purported legitimacy of
the AWS to formulate a series of questions that are clearly
inappropriate and overly broad. A number of questions are
totally unrelated to the Fund's investment activity in Japan.
The AWS Questions also contain certain assumptions and
statements that are one-sided and have nothing to do with the
Special Committee's ability to ascertain whether the Fund has
an "abusive purpose" (which the Fund clearly does not have).
Since the Special Committee is appointed by Sapporo's Board,
and are not independent directors elected by the Company's
shareholders, they are not accountable to anyone other than
the Board. In challenging the scope of the questions, the
Fund is in the unenviable position of challenging its self-
appointed judges.
Further, by posing questions that require obtaining
information from affiliate entities on worldwide investment
activities outside of Japan over the last 15 years, the Fund
has to ask whether the true purpose of the AWS questions is
to provide a back and forth of unanswerable questions that
would delay for an indefinite period of time the ability of
Sapporo's shareholders to consider the Fund's proposal.
Notwithstanding our demonstrated good-faith efforts to be
forthcoming in connection with the AWS Questions, the Fund
continues to believe that it is in the best interests of all
of the Company's shareholders that the Company and the Fund
engage in negotiations and to discuss on a friendly basis our
offer to acquire 66.6% of the voting rights in the Company,
including the voting rights already owned by us.
Unfortunately, Sapporo's Board has declined to meet with us
on two occasions. We believe this serves no legitimate
purpose. Such discussion would clearly demonstrate from the
outset that the Fund has no abusive purpose in a much more
efficient manner than responding to self-serving questions
that we do not believe were drafted with the best interests
of Sapporo's shareholders in mind.
To reiterate, the Fund remains the Company's largest
shareholder and expects the price would be around 825 JPY per
common share in a mutually agreeable transaction with Board
support, but is open to hearing the Board's views on the
Company's equity value. We believe that a negotiated
transaction offers the greatest benefit to all shareholders.
If the Board and the Fund could agree on the terms, including
price, of such an offer, we would formally announce the
tender offer.
In your letter dated March 26, 2007, you asked whether our
earlier statement that the Fund may "withdraw its proposal"
means that the Fund may (a) withdraw its proposal for a
recommended transaction and consider a hostile takeover, (b)
completely withdraw its plan to acquire the Company,
including a hostile takeover, or (c) withdraw the proposal
made in the Letter to enter into an informal negotiation with
the Company. As described in the Fund's proposal for a
recommended transaction dated February 15, 2007, the Fund
aims to pursue a transaction with the Board's recommendation.
However, because circumstances and business environments can
change very quickly and unpredictably, we must reserve all
rights, including all the aforementioned withdrawal options
and the right to legally challenge the scope and nature of
the AWS questions. To be clear, the Fund's current offer is
friendly.
In our letter dated December 1, 2005, the Fund suggested
certain alternatives we then believed were available to the
different business units of the Company, to which, we
believe, the Company responded by announcing its three-year
2006-2008 Midterm Management Plan on February 20, 2006. The
Fund, after a thorough review, endorsed the Company's Midterm
Management Plan. On May 18, 2006, we had a meeting with Mr.
Murakami, President of the Company at our New York office and
confirmed our intention to continue to support the Company's
Midterm Management Plan. As stated in our February 15, 2007
letter, we continue to support the Company's Midterm
Management Plan and have confidence in the Company's current
Board, management and employees. At present we are not
considering changing the business or human resources of the
Company, despite the fact that to date the results of the
Midterm Management Plan have fallen short of management's
targets. We are still hopeful that management will be able to
achieve in all material respects its three-year 2006-2008
Midterm Management Plan.
The Fund continues to believe that a recommended
transaction is the best alternative and that it is in the
best interests of all the Company's shareholders and
stakeholders that the Company and the Fund engage in informal
negotiations and to discuss on a friendly basis an offer to
acquire 66.6% of the voting rights in the Company, including
the voting rights already owned by the Fund.
The Fund requests that the Company treat the answers
provided to the AWS Questions as confidential communications
and not disclose any such confidential communications without
our prior written consent.
We look forward to working toward a recommended
transaction that we believe will benefit everyone involved.
Again, we are available to meet as soon as possible in either
Tokyo or New York.
In an effort to expedite this process, we are delivering
this letter in English. Please contact me if you have any
questions regarding this letter or anything seems unclear, as
I would like to avoid any confusion that may result due to
language differences.
Respectfully,
Warren G. Lichtenstein
About the Fund
The Fund is a limited partnership type investment fund domiciled
in the Cayman Islands with SPJS Holdings LLC as its General
Partner. The principal business of the Fund is to invest in
companies in Japan.
About Sapporo Holdings
Sapporo Holdings Limited -- http://www.sapporoholdings.jp/--
formerly known as Sapporo Breweries, brews beer and operates
more than 200 beer halls and restaurants. Sapporo is one of
Japan's oldest brewers, and is Japan's third largest brewing
company, with brews ranging from its flagship Black Label to the
pricier Yebisu. Sapporo also makes the low-malt happoshu brew.
The company sells Guinness beer in Japan through its Sapporo
Guinness Company and owns a beverage company that makes canned
coffee, bottled water, and soft drinks.
* * *
As reported by the Troubled Company Reporter - Asia Pacific on
August 7, 2006, Sapporo Holdings posted a JPY1.8 billion
operating loss for the first half of the fiscal year, and
forecast earnings to drop to JPY10.2 billion for FY2006 from an
initial forecast of JPY16.8 billion.
On March 15, 2007, the TCR-AP reported that Sapporo Holdings
posted net income of JPY2.34 billion for the year ended Dec. 31,
2006, a 35.6% drop from the JPY3.63 billion net income recorded
for the year ended Dec. 31, 2005. Sapporo Holding's
consolidated balance sheet as of Dec. 30, 2006, showed strained
liquidity with JPY127.97 billion in current assets available to
pay JPY268.89 billion in current liabilities within the next 12
months.
On May 14, 2007, the TCR-AP reported that Sapporo Holdings
reported a net loss of JPY3.98 billion for the three months
ended March 31, 2007, down from the JPY5.91-billion loss booked
in the same quarter last year.
As of May 16, 2007, the company still carries Standard & Poor's
Rating Service's 'BB' Long-Term Foreign Issuer Credit and Long-
Term Local Issuer Credit Ratings that were issued on February 6,
2006; and Fitch Ratings' 'B' Short-term Foreign and Local
Currency Issuer Default Ratings that were issued on March 14,
2006.
THREE ESTATES: Chapter 15 Petition Summary
------------------------------------------
Petitioner: Go Ishikawa
Kalamoto and Ishikawa
Kanbe-Tochi Akasaka #2F
8-14, Akasaka 1-Chome, Minato-ku
Tokyo, Japan 107-0052
Debtor: Three Estates Company, Ltd.
fka Sanshusha Publishing
Case No.: 07-23597
Type of Business: The Debtor is a publishing company that
specializes in printing university-level
textbooks, dictionaries and testing materials
for languages including German, English,
French
and Chinese. See http://www.sanshusha.co.jp/
The Debtor filed for bankruptcy in Tokyo on
June 26, 2006 (Case No. HEISEI 18-FU-8844).
Chapter 15 Petition Date: May 15, 2007
Court: Eastern District of California (Sacramento)
Judge: Thomas Holman
Petitioner's Counsel: David N. Chandler, Esq.
David N. Chandler, P.C.
1747 Fourth Street
Santa Rosa, CA 95404
Tel: (707) 528-4331
Total Assets: $80,000
Total Debts: $0
XEROX CAPITAL: S&P Ups Rating on US$27-Mil. Certificates to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
US$27.0 million corporate-backed trust securities certificates
issued by CorTS Trust for Xerox Capital Trust I to 'BB' from
'B+' and removed it from CreditWatch, where it was placed with
positive implications on April 5, 2007.
The rating action reflects the May 10, 2007, raising of the
rating on the underlying securities, the US$27 million 8% series
B capital securities due Feb. 1, 2027, issued by Xerox Capital
Trust I (a subsidiary of Xerox Corp.) and its removal from
CreditWatch positive.
The CorTS certificate issue is a pass-through transaction, and
its ratings are based solely on the rating assigned to the
underlying collateral, Xerox Capital Trust I's US$27 million 8%
series B capital securities.
XEROX CORP: Fitch Rates Trust Preferred Securities at BB
--------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Xerox Corp.'s
proposed US$750 million offering of senior unsecured notes due
2012. Proceeds from the offering will be utilized to redeem a
substantial portion of Xerox's US$1 billion bridge credit
facility that partially financed its May 11, 2007 acquisition of
Global Imaging Systems Inc. for US$1.7 billion. The Rating
Outlook is Stable.
Xerox Corp.
-- Issuer Default Rating (IDR) 'BBB-';
-- Unsecured credit facility 'BBB-';
-- Senior unsecured debt 'BBB-';
-- Trust preferred securities 'BB'.
Xerox Credit Corp.
-- Issuer Default Rating (IDR) 'BBB-';
-- Senior unsecured debt 'BBB-'.
The ratings and Stable Outlook are predicated upon Xerox's
commitment to balance usage of free cash flow for share
repurchases and acquisitions. Fitch believes Xerox will reduce
its share repurchase program in 2007, which totaled US$1.1
billion in 2006, to focus on reducing total debt following the
primarily debt-financed acquisition of Global Imaging.
Furthermore, Fitch believes Xerox will continue to reduce the
percentage of secured debt in the capital structure. Total
secured debt declined to approximately US$1.9 billion (25.1% of
total debt) at March 31, 2007, from nearly US$3.3 billion at
March 31, 2006 (44.2% of total debt).
The US$750 million notes are governed by a base indenture dated
June 25, 2003 and a sixth supplemental indenture issued on May
14, 2007. Key terms and covenants of the notes include:
* A change of control provision requiring Xerox to repurchase
the notes at 101% of par value plus accrued interest if a
change of control results in the notes being rated
non-investment grade;
* Optional company redemption at 100% of the principal amount
plus a make-whole premium;
* Limitation on secured debt equivalent to the greater of
US$2 billion or 20% of consolidated net worth, excluding
permitted liens.
Headquartered in Stamford, Connecticut, Xerox Corporation
(NYSE: XRX) -- http://www.xerox.com-- develops, manufactures,
markets, services, and finances document equipment, software,
solutions, and services worldwide. It offers digital monochrome
and color systems for customers in the graphic communications
industry and enterprises, as well as various prepress and post-
press options. Xerox Corporation markets its products through
direct sales force, as well as through a network of independent
agents, dealers, value-added resellers, and systems integrators.
The company has operations in Asia Pacific in Japan, in Italy
for Europe and in Nicaragua for Latin America.
XM SATELLITE: March 31 Balance Sheet Upside-Down by US$504 Mil.
---------------------------------------------------------------
XM Satellite Radio Holdings Inc.'s balance sheet at March 31,
2007, showed total assets of US$1.9 billion, total liabilities
of US$2.4 billion, minority interest of US$59.4 million, and
total stockholders' deficit of US$504.4 million.
The company's March 31 balance sheet also showed strained
liquidity with total current assets of US$568.6 million and
total current liabilities of US$644.6 million.
Revenue for the 2007 first quarter increased 27% year over year
to US$264.1 million compared to US$208 million in the 2006 first
quarter. XM's 2007 first quarter net loss narrowed to US$122.4
million, representing an 18% improvement compared to the 2006
first quarter net loss of US$149.2 million.
XM ended the 2007 first quarter with more than 7.9 million
subscribers compared to 6.5 million subscribers in the prior
year period. Additionally, XM announced that it recently
surpassed 8 million subscribers.
As of March 31, 2007, the company had US$319.4 million in cash
compared to US$218.2 million at the end of Dec. 31, 2006. In
February 2007, the company completed the XM-4 satellite sale-
leaseback transaction. As of March 31, 2007, the company had
full availability of its US$400 million credit facilities
resulting in total available liquidity of US$719 million.
Full-text copies of the company's first quarter report are
available for free at http://ResearchArchives.com/t/s?1f21
"During the quarter, we improved our retail performance,
experienced strong OEM gross additions, extended our
distribution agreements with Toyota and Honda, enhanced our
customer service, maintained our churn rate at approximately 1.8
percent for the third consecutive quarter and strengthened key
financial metrics for our business," said Hugh Panero, chief
executive officer, XM Satellite Radio. "These results were
driven by the operational initiatives we put in place over the
last several quarters."
Pending Merger with Sirius
On Feb. 21, 2007, XM Satellite Radio and Sirius Satellite Radio
filed with the Securities and Exchange Commission a definitive
agreement, under which the companies will be combined in a tax-
free, all-stock merger. Under the terms of the agreement, XM
shareholders will receive a fixed exchange ratio of 4.6 shares
of Sirius common stock for each share of XM. XM and Sirius
shareholders will each own about 50% of the combined company.
The transaction is subject to approval by both companies'
shareholders, the satisfaction of customary closing conditions
and regulatory review and approvals, including antitrust
agencies and the FCC. Pending timely regulatory approval, the
companies expect the transaction to be completed by the end of
2007.
Business Outlook
XM Satellite Radio reaffirmed its financial guidance for the
full-year 2007 that include:
-- Subscribers between 9 million and 9.2 million with
higher seasonal growth expected to occur in the latter
part of the year;
-- Subscription revenue in the 1 billion dollar range; and
-- Improved cash flow from operations in 2007. Full-year
positive cash flow from operations in 2008.
About XM Satellite
Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) - http://www.xmradio.com/--is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc. XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999. XM's
2006 lineup includes more than 170 digital channels of choice
from coast to coast: the most commercial-free music channels,
plus premier sports, talk, comedy, children's and entertainment
programming; and 21 channels of the most advanced traffic and
weather information. XM has broadcast facilities in New York
and Nashville, and additional offices in Boca Raton, Florida;
Southfield, Michigan; and Yokohama, Japan.
At June 30, 2006, XM Satellite Radio Inc.'s balance sheet showed
a stockholders' deficit of US$358,079,000, compared to a deficit
of US$362,713,000, at Dec. 31, 2005.
* * *
Standard & Poor's Ratings Services assigned its 'CCC' rating to
XM Satellite Radio Inc.'s proposed US$600 million senior
unsecured notes. The senior unsecured notes are rated one notch
below the corporate credit rating because of the sizable amount
of secured debt in the company's capital structure relative to
its asset base.
At the same time, Standard & Poor's assigned its 'B-' rating and
recovery rating of '1' to XM's proposed US$250 million first-
lien secured revolving credit facility, indicating an
expectation of full recovery of principal in the event of a
payment default.
=========
K O R E A
=========
ARROW ELECTRONICS: Earns US$96.3 Million in First Quarter 2007
--------------------------------------------------------------
Arrow Electronics, Inc., reported first quarter 2007 net income
of US$96.3 million on sales of US$3.50 billion, compared with
net income of US$81.6 million on sales of US$3.19 billion in the
first quarter of 2006.
Consolidated sales grew 10% over the first quarter of 2006, or
5% on a pro forma basis including the impact of acquisitions.
The company's results for the first quarters of 2007 and 2006
include a number of items outlined below that impact their
comparability. Excluding those items, net income for the
quarter ended March 31, 2007, would have been US$91.8 million
and net income for the quarter ended March 31, 2006, would have
been US$84.1 million.
"We once again executed well on our strategic and tactical
objectives this quarter. We outgrew the market, posted record
first quarter sales and earnings per share, grew earnings at
twice the rate of sales organically, generated strong operating
cash flow of US$114 million and for the 13th consecutive quarter
return on invested capital was well in excess of our cost of
capital, all as we continue to invest in our business ensuring
continued value creation for our business partners and our
shareholders," said William E. Mitchell, Arrow Electronics
chairman, president and chief executive officer. "In the first
quarter, we received favorable ratings changes from both Moody's
Investors Service and Fitch Ratings. Our strong cash flow and
solid balance sheet have enabled us to pursue strategic
initiatives while maintaining a strong credit profile," added
Paul J. Reilly, Arrow Electronics senior vice president and
chief financial officer.
Worldwide computer products sales of US$776.0 million increased
33% over the first quarter of 2006, while sales for Arrow
Electronics' enterprise computing solutions business increased
12% on a pro forma basis including the impact of the
acquisitions of Alternative Technology, Inc. and the storage and
security distribution business of InTechnology plc. "We
achieved our 13th consecutive quarter of year-over-year growth
driven by strong double-digit increases in industry standard
servers, storage, software and services, which significantly
outpaced market growth in these segments. On March 31st, we
closed on our acquisition of the Agilysys KeyLink Systems Group
and successfully integrated KeyLink's people, systems and
facilities. We continue to transform our industry leading
enterprise computing solutions business into a much stronger
organization with an expanded geographic reach, increased
exposure in faster growing product segments, and a more robust
customer and supplier base. With increased scale and greater
levels of operating efficiency, we will further strengthen our
industry leading financial performance, while significant cross
selling opportunities will further accelerate our growth in the
global enterprise computing solutions marketplace," said Mr.
Mitchell.
Worldwide components sales of US$2.72 billion increased 4% over
the first quarter of 2006. "We achieved exceptional results in
Europe with record sales and the highest first quarter operating
income since 2001 as we continue to drive results by investing
in our sales and marketing efforts and enhancing our existing
strong local presence with more consistent and disciplined
processes across the region. Double-digit growth in our core
business serving small and medium sized customers around the
world was offset, in part, by the well-publicized weakness in
the large EMS segment in North America and Asia Pacific. Our
North American business posted the second highest first quarter
operating income since 2001 and in Asia Pacific operating income
advanced more than 70% year-over-year, further demonstrating our
ability to perform well regardless of market conditions," stated
Mr. Mitchell.
The company's results for the first quarter of 2007 and 2006
include the items outlined below that impact their
comparability:
* During the first quarter of 2007, the company recorded
a net restructuring credit of US$8.3 million (US$5.8
million net of related taxes or US$.05 per share on both
a basic and diluted basis), primarily related to the sale
of the company's Harlow, England facility.
* During the first quarter of 2007, the company recorded an
integration charge of US$2.1 million (US$1.3 million net
of related taxes or US$.01 per share on both a basic and
diluted basis), primarily related to the acquisition of
KeyLink.
* During the first quarter of 2006, the company recorded
a US$1.5 million (US$.9 million net of related taxes or
US$.01 per share on both a basic and diluted basis)
restructuring charge.
* During the first quarter of 2006, the company redeemed
the total amount outstanding of US$283.2 million principal
amount (US$156.4 million accreted value) of its zero
coupon convertible debentures due in 2021 and repurchased
US$4.1 million principal amount of its 7% senior notes
due in January 2007. The related loss on the redemption
and repurchase, including any related premium paid,
write-off of deferred financing costs, and cost of
terminating a portion of related interest rate swaps,
aggregated US$2.6 million (US$1.6 million net of related
taxes or US$.01 per share on both a basic and diluted
basis) and is recognized as a loss on prepayment of debt.
"Based upon the information known to us today, we expect to see
normal seasonality in all of our businesses in the second
quarter. In components, we expect our broad small and medium-
sized customer base to perform well, offset in part, by
continued weakness in the large EMS customers. In computer
products, we expect to continue to post solid growth in industry
standard servers, storage, software and services. We believe
that total second quarter sales will be between US$3.85 and
US$4.15 billion, with worldwide component sales between US$2.725
and US$2.875 billion and worldwide computer product sales
between US$1.125 and US$1.275 billion. Earnings per share, on a
diluted basis, excluding any charges, are expected to be in the
range of US$.78 to US$.84, an increase of 1% to 9% from last
year's second quarter. These expected results include the
impact of the KeyLink acquisition," added Mr. Reilly.
About Arrow Electronics
Headquartered in Melville, New York, Arrow Electronics --
http://www.arrow.com/-- provides products, services and
solutions to industrial and commercial users of electronic
components and computer products. Arrow serves as a supply
channel partner for nearly 600 suppliers and more than 130,000
original equipment manufacturers, contract manufacturers and
commercial customers through a global network of over 270
locations in 53 countries and territories.
The company operates in France, Spain, Portugal, Denmark,
Estonia, Finland, Ireland, Latvia, Lithuania, Norway, Sweden,
Italy, Germany, Austria, Switzerland, Belgium, the Netherlands,
United Kingdom, Argentina, Brazil, Mexico, Australia, China,
Hong Kong, Korea, Philippines and Singapore.
As reported by the Troubled Company Reporter on March 30, 2007,
Moody's Investors Service affirmed the (P)Ba1, (P)Ba2 and
(P)Baa3 Shelf Registration Ratings to Arrow Electronics, Inc.'s
subordinated, preferred, and senior unsecured stocks
respectively. Moody's also affirmed the Baa3 senior long-term
debt rating of Arrow Electronics and revised the outlook to
positive from stable.
CITIBANK: First Quarter Earnings Up by 69.9% to KRW138.5 Billion
----------------------------------------------------------------
Citibank Korea Inc.'s first-quarter earnings increased 69.9% to
KRW138.5 billion compared with KRW81.5 billion a year earlier
due to a one-off asset sale and increased non-interest income,
Yonhap News reports.
According to the report, sales declined 14.3% to KRW1.79
trillion, while operating profit increased 142% to KRW197.3
billion.
Net interest income fell 4.4% on-year to KRW284 billion, while
non-interest income reached KRW144.2 billion, a turnaround from
a deficit of KRW14.8 billion a year earlier, the report says.
Citibank said its return on asset was 1.07% in the first quarter
and the return on equity reached 16.68%, Yonhap News added.
About Citibank Korea
Citibank Korea Inc. -- http://www.citibank.co.kr/-- provides a
variety of commercial banking, trust, and investment services.
The bank's services include consumer loans, deposits, trust
accounts, credit cards, Internet banking, financial derivatives,
foreign exchange, and securities dealing and brokeraging.
The Troubled Company Reporter - Asia Pacific reported on
May 8, 2007, that Moody's Investors Service, as part of the
application of its refined joint default analysis and updated
bank financial strength rating methodologies, revised these
ratings on Citibank Korea:
* BFSR is changed to C- from D+.
* Global Local Currency Deposit Ratings assigned are
Aa3/Prime-1.
* Foreign Currency Deposit Ratings are unchanged at
A3/Prime-2.
* Foreign Currency Debt Rating for subordinated
obligations is unchanged at A1.
All the ratings have a stable outlook except for the Foreign
Currency Deposit Ratings, which carry a positive outlook.
NOVELIS INC: Gets Ontario Court Approval to Acquire Hindalco
------------------------------------------------------------
Novelis Inc. has received approval from the Ontario Superior
Court of Justice for sale of the company to Hindalco Industries
Limited.
Under the terms of the transaction, Hindalco, through its
subsidiary, will acquire Novelis for US$44.93 per common share
in cash. Total enterprise value is estimated at US$6.0 billion,
including debt. Upon completion of the arrangement, Novelis
will become a subsidiary of Hindalco.
Hindalco and Novelis have received shareholder and court
approval and all required regulatory consents, which are
conditions to the completion of the transaction. Novelis
expects the transaction to be completed on May 15, 2007.
About Hindalco
Based in Mumbai, India, Hindalco Industries Limited --
http://www.hindalco.com/-- is Asia's largest integrated primary
producer of aluminum and a leading integrated producer of
copper. Hindalco recorded revenues of approximately US$4.3
billion for the fiscal year ended March 31, 2007. The company's
integrated operations and operating efficiency have positioned
the company among the most cost-efficient aluminum producers
globally. Hindalco's stock is publicly traded on the Bombay
Stock Exchange, the National Stock Exchange of India Limited and
the Luxembourg Stock Exchange.
About Novelis
Based in Atlanta, Georgia, Novelis, Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- provides customers with a regional
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America. The
company operates in 11 countries and has approximately 13,000
employees. Through its advanced production capabilities, the
company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets. In Asia, the company has
operations in Malaysia and Korea.
* * *
As reported in the Troubled Company Reporter on Feb. 16, 2007,
Fitch Ratings placed the Issuer Default Ratings or IDR of 'B'
for Novelis Inc. and its subsidiary Novelis Corp. on Rating
Watch Negative. The company's senior secured bank debt ratings
and senior unsecured debt ratings that were affirmed are:
Novelis Inc.
-- Senior secured revolver and term loan at 'BB/
Recovery Rating (RR) 1'; and
-- Senior unsecured notes at 'B/RR4'.
Novelis, Corp.
-- Senior secured revolver and term loan B at 'BB/RR1'.
SSAMZIE CO: Enters Into Strategic Alliance With Cloudfish
---------------------------------------------------------
Ssamzie Co., Ltd. has entered into "a strategic alliance with
Cloudfish for the business tie-up in entertainment business to
maximize profits to both companies," Reuters reports.
According to the report, under the terms of the agreement,
Ssamzie Co will acquire a 33.3% stake in Cloudfish and a 23.5%
stake in Dream Factory.
SSAMZIE Co., Ltd. specializes in the manufacturing, designs and
sale of leather goods, cloths, hats and accessories. The
company provides bags, wallets, shoes, hats, clothes and
accessories under house brands such as SSAMIE, ISSAC, nom, GILI,
SSAMZIE SPORT, SSAM, DALKI and acupuncture. Its target
customers include teenagers and people in their mid-twenties.
The company sells its products through stores, department stores
and Internet shopping mall. It has stores in the United States,
the United Kingdom and China.
Korea Investors Service placed a BB rating on the company's
issuer rating on August 28, 2006.
===============
M A L A Y S I A
===============
KL INFRASTRUCTURE: MTrans Seeks Legal Advice on Takeover
--------------------------------------------------------
KL Infrastructure Group Bhd's majority shareholder, MTrans
Holdings Sdn Bhd, is seeking legal advice regarding the takeover
of the company's asset to protect shareholders' interest,
Business Times reports.
MTrans has a 49% stake in KL Infrastructure, Business Times
says, citing the company's 2006 annual report.
Soh Yeh Bee, MTrans Holdings' group communications director,
said in an e-mail reply to the Business Times that the company
will consider all necessary action. She added: "With regard to
the listing status, we need to clarify with the Bursa but the
board of directors is looking at many business opportunities to
address the PN17 issue."
The Troubled Company Reporter - Asia Pacific reported on May 16,
2007, that KL Infrastructure triggered Paragraph 2.1(b) of the
Enhanced PN17 after receivers and managers were appointed by
Bank Pembangunan Malaysia Bhd over the property and undertaking
of KL Monorail System Sdn Bhd, a subsidiary of the company,
which asset accounts for at least 50% of the total its assets on
a consolidated basis.
According to the TCR-AP, KL Monorail Sdn Bhd, a wholly owned
subsidiary of KL Infrastructure, failed to pay MYR4,244,801.91
interest due on April 29, 2007, to Bank Pembangunan Malaysia
Bhd, which led to the takeover of its monorail assets in Kuala
Lumpur. It then received from Albar & Partners, acting on
behalf of Bank Pembangunan, a claim for the entire principal sum
plus interests which aggregated to MYR906,045,334.61 as at April
28, 2007.
With the takeover and the appointment of the receivers and
managers, the managerial powers of the directors of KL Monorail
were suspended, the TCR-AP said.
* * *
KL Infrastructure Group is principally engaged in the concession
and operation of an intra-city public transit system called the
KL Monorail. Its other activities include provision of
advertising space on columns and stations along KL Monorail
project route, property development and investment holding. The
Group's activities are carried out principally in Malaysia.
The Group has been incurring losses in the past years due to its
high operating expenses and loan-interest payments.
KL Infrastructure Group Berhad disclosed on Sept. 28, 2006, that
it has become an affected listed issuer pursuant to the
provisions of Amended Practice Note 17/2005, as its auditors
have expressed a modified opinion on its going concern and based
on its nine months accounts from January 31, 2006. KLINFRA's
shareholders' equity on a consolidated basis is less than 50% of
the issued and paid-up capital.
The Troubled Company Reporter - Asia Pacific reported on May 16,
2007, that KL Infrastructure Group Bhd has triggered another
criteria pursuant to its listing in the Bursa Malaysia
Securities Bhd as an Amended Practice Note 17 company.
According to the company's disclosure with the bourse, it has
triggered Paragraph 2.1(b) of the Enhanced PN17 after receivers
and managers were appointed by Bank Pembangunan Malaysia Bhd
over the property and undertaking of KL Monorail System Sdn Bhd,
a subsidiary of the company, which asset accounts for at least
50% of the total its assets on a consolidated basis.
KL Infrastructure Bhd's balance sheet as of January 31, 2007,
showed shareholders' deficit of MYR6,543,000, resulting from
total assets of MYR1,335,807,000 and total liabilities of
MYR1,342,350,000.
KL INFRASTRUCTURE: Board Declares Company Insolvent
---------------------------------------------------
KL Infrstructure Group Bhd disclosed on May 15 with the Bursa
Malaysia Securities Bhd that its Board of Directors has formed
an opinion that the company is not solvent and it will not be
able to pay all its debts in full within a period not exceeding
twelve months.
The disclosure was made after Bank Pembangunan Malaysia Bhd took
over the monorail assets of its wholly owned unit, KL Monorail
Sdn Bhd. The takeover was made after the unit defaulted on an
interest payment amounting to MYR4.2 million due on April 29,
2007, and MYR906.04 million capital plus interest due on
April 28.
* * *
KL Infrastructure Group is principally engaged in the concession
and operation of an intra-city public transit system called the
KL Monorail. Its other activities include provision of
advertising space on columns and stations along KL Monorail
project route, property development and investment holding. The
Group's activities are carried out principally in Malaysia.
The Group has been incurring losses in the past years due to its
high operating expenses and loan-interest payments.
KL Infrastructure Group Berhad disclosed on Sept. 28, 2006, that
it has become an affected listed issuer pursuant to the
provisions of Amended Practice Note 17/2005, as its auditors
have expressed a modified opinion on its going concern and based
on its nine months accounts from January 31, 2006. KLINFRA's
shareholders' equity on a consolidated basis is less than 50% of
the issued and paid-up capital.
The Troubled Company Reporter - Asia Pacific reported on May 16,
2007, that KL Infrastructure Group Bhd has triggered another
criteria pursuant to its listing in the Bursa Malaysia
Securities Bhd as an Amended Practice Note 17 company.
According to the company's disclosure with the bourse, it has
triggered Paragraph 2.1(b) of the Enhanced PN17 after receivers
and managers were appointed by Bank Pembangunan Malaysia Bhd
over the property and undertaking of KL Monorail System Sdn Bhd,
a subsidiary of the company, which asset accounts for at least
50% of the total its assets on a consolidated basis.
KL Infrastructure Bhd's balance sheet as of January 31, 2007,
showed shareholders' deficit of MYR6,543,000, resulting from
total assets of MYR1,335,807,000 and total liabilities of
MYR1,342,350,000.
NEWFIELD EXPLORATION: Fitch Affirms BB+ Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Newfield Exploration Company's Issuer
Default Rating at 'BB+' after the company has announced that it
will acquire Stone Energy's Rocky Mountain assets for $575
million. Fitch also affirms these ratings on Newfield with a
Stable Rating Outlook:
-- Issuer Default Rating 'BB+';
-- Senior unsecured 'BB+';
-- Senior unsecured bank facility 'BB+';
-- Senior subordinated notes 'BB-'.
The rating action reflects Newfield's announcement to acquire
proved reserves of 200 Bcfe and probable and possible reserves
of more than 150 Bcfe in the Rocky Mountains for $575 million
($2.88/mcfe or $17.25/boe of proven reserves) from Stone Energy.
The acquired reserves are 70% natural gas, 52% proved developed
and currently produce approximately 40 MMcfe per day, resulting
in a reserve life of nearly 15 years. The acquisition is
expected to add nearly 600,000 net acres and will build upon
Newfield's existing presence in the Uinta Basin, which it
acquired in its 2004 acquisition of Inland Resources. Fitch
expects the company to finance the transaction initially with
borrowings on the company's $1 billion credit facility, with
proceeds generated from divesting assets used to repay
borrowings during the second half of the year.
While complete details on assets to be divested have yet to be
released, Newfield's U.K. North Sea properties (Grove field) as
well as its producing properties in Bohai Bay, China are
expected to be divested. Additional divestitures are expected
to come from the company's onshore Texas Gulf Coast, Mid-
Continent and shallow water Gulf of Mexico properties. Target
proceeds from asset sales have yet to be released by Newfield;
however, Fitch anticipates proceeds should at least approximate
the $575 million purchase price for the Rocky Mountains
acquisition and could exceed this level.
As a result of the proposed acquisition, the company's
significant capex budget in 2007 (resulting in negative free
cash flows of $400 million-$500 million) and due to the $125
million of 7.45% senior notes coming due in October of this
year, liquidity is likely to come under pressure and Fitch would
expect Newfield to increase the borrowing capacity of the credit
facility. In addition, Fitch believes it is likely that the
company will look to term out some of the revolver borrowings
later in the year. Success in growing 2007 production to the
guidance range of 265-279 Bcfe (unadjusted for planned
acquisitions and divestitures) combined with the generation of
excess proceeds (greater than $575 million) from divestments
will be key drivers to Newfield's debt balance at year-end 2007.
Fitch will monitor the company's success in minimizing year-end
2007 debt levels, combined with expectations for free cash flows
in 2008 as key drivers for future rating and/or outlook changes.
Credit metrics were strong at year-end 2006 as Newfield
generated EBITDA of $1.211 billion during the year and provided
interest coverage of 13.9 times and leverage, as measured by
debt-to-EBITDA, of 1.0x. Free cash flow (cash flow from
operations less capital expenditures) during 2006 was negative
$322 million and is expected to remain negative in 2007 as the
company aggressively develops the Woodford Shale resource play.
At year-end 2006, debt/boe of proven reserves was $3.10/boe
($.517/mcfe) and debt/boe of proven developed reserves was
$4.74/boe ($.79/mcfe). While the proposed acquisition, net of
divestments, is not expected to materially increase debt levels
on a per boe basis, borrowings to support the capital spending
program could result in increased debt/boe and debt/PDP.
Newfield's credit profile should continue to benefit from high
commodity prices and the company's active hedging program, which
reduce exposure to near-term commodity price volatility. While
interest expense and production costs are expected to rise, this
increase should be mitigated by increased production levels.
Continued success in organic reserve additions are expected to
minimize the impact to leverage metrics on a debt/boe and
debt/PDP basis.
Newfield is a mid-sized oil and gas exploration and production
company headquartered in Houston, Texas. Newfield has
operations in several major regions of the United States
(shallow and deep water Gulf of Mexico, Mid-Continent, South
Texas, and Rocky Mountains), as well as international offshore
operations in the U.K. North Sea, Malaysia, and China. At YE
2006, Newfield's reserves had grown to nearly 379 mmboe, of
which 65% was proven developed and 70% natural gas.
TENCO BERHAD: Reform Plan Gets Nod From Securities Commission
-------------------------------------------------------------
Tenco Bhd, on May 11, 2007, obtained the approval from the
Securities Commission to implement its reform plan, which
involves a capital reconstruction scheme and special issuance of
shares.
However, the commission imposed several conditions for the
company to fully implement the plan, Tenco said in its
disclosure with the Bursa Malaysia Securities Commission.
According to the Securities Commission, the implementation of
the plan is subject to, inter alia, these conditions:
1. RHB INVESTBANK, as Tenco Bhd's merchant bank, should fully
disclose in its circular to shareholders based on this
guideline:
(a) The plan and timeframe to eliminate the Group's
accumulated losses after the completion of the
Restructuring Scheme; and
(b) The outstanding tax liability of Ridgemonde Chemicals
&
Resins Sdn Bhd for the year of assessment 2006 and how
it intends to fully settle the amount;
2. The 3,915,000 new Tenco Shares to be placed out to
Bumiputera investors should be approved by Ministry of
International Trade and Industry;
3. RHB INVESTBANK/Tenco should inform the SC upon completion
of the Restructuring Scheme; and
4. RHB INVESTBANK/Tenco should comply with the relevant
requirements under the Guidance Note 8C for the Proposed
Special Issue and under the Policies and Guidelines on the
Issue/Offer of Securities for the implementation of the
Restructuring Scheme.
The Securities Commission did not approve these waivers sought
by Tenco pursuant to Guidance Note 8C of the commission's
guidelines:
(i) the requirement of disclosing the identities of the
persons to whom the Special Issue Shares will be
issued/placed and the number of Special Issue Shares to
be issued/placed to each of them, in the circular to
shareholders; and
(ii) to extend the payment date for the Special Issue Shares
that may be subscribed by Bumiputera investors who are
nominated by the MITI from 5 market days to 15 market
days from the price fixing date.
"The board shall deliberate on all the conditions imposed by the
SC for the proposed capital reconstruction, the proposed rights
issue and the proposed special issue," the company told the
bourse.
* * *
Headquartered in Selangor, Malaysia, Tenco Berhad's principal
activities are manufacturing and selling of polymer, chemicals,
adhesive, decorative coatings and related products, building
materials, equipment and consumer products. Other activities
include investment holding and provision of management services.
The Group operates in Malaysia, Singapore and Canada.
Tenco is classified as a Practice Note 17 company because its
current shareholders' equity on a consolidated basis is less
than 25% of its issued and paid up capital, and it defaulted on
various loan facilities and is unable to provide a solvency
declaration. Tenco is therefore required to submit and
implement a plan to regularize its financial condition.
====================
N E W Z E A L A N D
====================
BMB CONTRACTORS: Fixes May 25 as Last Day for Receiving Claims
--------------------------------------------------------------
On April 26, 2007, the shareholders of BMB Contractors Ltd.
agreed to liquidate the company's business and appointed Karen
Betty Mason and Jeffrey Philip Meltzer as liquidators.
The Liquidators fixed May 25, 2007, as the last day for
creditors to prove their debts.
The Liquidators can be reached at:
Karen Betty Mason
Jeffrey Philip Meltzer
Meltzer Mason Heath
Chartered Accountants
PO Box 6302, Wellesley Street
Auckland 1141
New Zealand
Telephone:(09) 357 6150
Facsimile:(09) 357 6152
BLIS TECHNOLOGIES: Investor to Subscribe to 2,000,000 Shares
------------------------------------------------------------
BLIS Technologies Limited, on May 14, 2007, informed the New
Zealand Stock Exchange that it has reached an agreement with a
new investor to make a further investment in the company. The
shareholder, which name BLIS did not disclose, agreed to
subscribe 2,000,000 of the company's ordinary shares at an issue
price of 9.2 cents per share.
The company is continuing to assess various other funding
options to allow it to continue to fully pursue its business
objectives, BLIS says.
As reported in the Troubled Company Reporter - Asia Pacific on
April 24, 2007, the company revealed that an investor also
agreed to subscribe to 5,000,000 of the company's ordinary
shares at 8.2 cents per share.
BLIS recorded a net deficit of NZ$1,107,851 for the year ended
March 31, 2006 (2005: 1,336,319), and had cash and short-term
deposits of NZ$201,850 on hand at March 31, 2006. The company
has raised additional capital of NZ$200,000 by way of a private
placement of 2 million ordinary shares at NZ$0.10 per share.
The company has prepared a business plan and budget, which
indicate that available cash reserves combined with cash
generated as a result of the private placement, are sufficient
for a period of at least 12 months from the date these financial
statements were approved by the board of directors.
While the directors are confident in the company's ability to
continue as a going concern, there is significant uncertainty as
to whether the company will be able to achieve a positive
operating cash flow position within the timeframe set out in the
Board of Directors' plans prior to utilization of available cash
resources, and continue as a going concern and therefore,
whether they will be able to pay their debts as and when they
become due and payable.
The company posted net losses for three consecutive years --
NZ$2.76 million in FY2004, NZ$1.34 million in FY2005, and
NZ$1.11 million in FY2006.
CARTER HOLT HARVEY: Commission Clears Lakesawn Acquisition
----------------------------------------------------------
The Commerce Commission has cleared Carter Holt Harvey Limited
to acquire the sawn timber business of Lakesawn Lumber Limited,
which is a member of the Pedersen group of companies. Pedersen
is a wood products service group, and carries on a saw milling
operation at Taupo producing structural and industrial timber.
Commission Chair Paula Rebstock said that the Commission was
satisfied that the proposed acquisition would not have, or would
not be likely to have, the effect of substantially lessening
competition in any of the relevant markets.
The Commission is also currently investigating Carter Holt
Harvey's acquisition of TDC Sawmills Limited to determine
whether the acquisition has had the effect of substantially
lessening competition. As reported in the Troubled Company
Reporter - Asia Pacific on Nov. 30, 2006, owners of TDC Sawmills
sold their firm to Carter Holt Harvey at an undisclosed price.
That investigation of the sale is still ongoing.
Carter Holt Harvey -- http://www.chh.com -- is a wood fibre
products company, with business activities including the
production of wood products, pulp and paper, packaging and
building supplies. Carter Holt Harvey owns sawmills at
Whangarei, Kawerau, Putaruru, Kopu, Rotorua (Rainbow) and
Nelson, and is a large-scale producer of structural and
industrial timber. The company is New Zealand's largest private
forest owner, with more than 11,000 employees throughout its
vertically integrated businesses.
On April 6, 2006, Moody's Investors Service withdrew the Ba1
senior unsecured ratings of Carter Holt Harvey Limited. The
ratings have been withdrawn due to Moody's expectation that
adequate information will not be available to maintain the
ratings. The ratings withdrawn were:
* Carter Holt Harvey Limited US$150 million 9.50% senior
debentures, due 2024 -- Ba1
* Carter Holt Harvey Limited US$150 million 8.375% senior
debentures, due 2015 -- Ba1
On March 23, 2006, Standard & Poor's Ratings Services lowered
its corporate credit and debt issue ratings on New Zealand's
Carter Holt Harvey Ltd. to 'B/Developing' from 'BB/Watch Neg',
and later withdrew the ratings following the Rank Group's
acquisition of more than 90% of CHH's ordinary shares.
EGAMI LTD: Liquidators to Receive Claims Until May 25
-----------------------------------------------------
Karen Betty Mason and Jeffrey Philip Meltzer, the liquidators of
Egami Ltd., require the company's creditors to file their proofs
of debt by May 25, 2007.
Creditors who cannot prove their debts by the due date will be
excluded from sharing in the company's dividend distribution.
The Liquidators can be reached at:
Karen Betty Mason
Jeffrey Philip Meltzer
Meltzer Mason Heath, Chartered Accountants
PO Box 6302, Wellesley Street
Auckland 1141
New Zealand
Telephone:(09) 357 6150
Facsimile:(09) 357 6152
GRACE PANEL: Subject to Team McMillan's Wind-Up Petition
--------------------------------------------------------
On March 20, 2007, Team McMillan Limited filed a wind-up
petition against Grace Panel Paint Ltd.
The petition will be heard before the High Court of Auckland on
June 28, 2007, at 10:00 a.m.
Team McMillan's solicitor is:
Natalie Tabb
Barrister and Solicitor
35 Isobel Road
Greenhithe, Auckland
New Zealand
GREENPARK COMPLIANCE: Faces Vehicle Testing's Wind-Up Petition
--------------------------------------------------------------
A petition to wind up the operations of Greenpark Compliance
Centre Ltd. was filed by Vehicle Testing New Zealand Limited on
March 12, 2007.
The High Court of Auckland will hear the petition on June 21,
2007, at 10:00 a.m.
Vehicle Testing's solicitor is:
Karmell Clarke
15 Willeston Street, 6th Floor
Wellington
New Zealand
GREY LYNN: Wind-Up Petition Hearing Set for July 12
---------------------------------------------------
A petition to wind up the operations of Grey Lynn Lodge Ltd.
will be heard before the High Court of Auckland on July 12,
2007, at 10:00 a.m.
The petition was filed by Window Treatments New Zealand Limited
on April 13, 2007.
Window Treatments' solicitor is:
Kevin Patrick McDonald
Global House, 4th Floor
19-21 Como Street
PO Box 331065, Takapuna
Auckland, New Zealand
Telephone:(09) 486 6827
Facsimile:(09) 486 5082
L L DISTRIBUTORS: Creditors' Proofs of Debt Due by May 21
---------------------------------------------------------
L L Distributors Ltd., which is in liquidation, requires its
creditors to file their proofs of debt by May 21, 2007.
The company's liquidator is:
Henry David Levin
c/o Gavin Harold
PPB McCallum Petterson
Forsyth Barr Tower, Level 11
55-65 Shortland Street
Auckland
New Zealand
Telephone:(09) 336 0000
Facsimile:(09) 336 0010
MANUKAU VEHICLE: High Court to Hear Wind-Up Petition on June 12
---------------------------------------------------------------
The High Court at Auckland will hear a petition to wind up the
operations of Manukau Vehicle Compliance Ltd. on June 12, 2007,
at 10:00 a.m.
The petition was filed by Vehicle Testing New Zealand Limited on
March 21, 2007.
The solicitor of Vehicle Testing is:
Karmell Clarke
15 Willeston Street, 6th Floor
Wellington, New Zealand
METRO MOTOR: Court to Hear Wind-Up Petition on June 21
------------------------------------------------------
The High Court of Auckland will hear a wind-up petition against
Metro Motor Holdings Grey Lynn Ltd. on June 21, 2007, at
10:00 a.m.
Vehicle Testing New Zealand Limited filed the petition with the
Court on March 12, 2007.
Vehicle Testing's solicitor is:
Karmell Clarke
15 Willeston Street, 6th Floor
Wellington
New Zealand
RESALCEN LTD: Appoints Robert Laurie Merlo as Liquidator
--------------------------------------------------------
At a meeting held on April 20, 2007, the shareholders of
Resalcen Ltd. appointed Robert Laurie Merlo as the company's
liquidator.
Mr. Merlo requires the company's creditors to file their proofs
of debt by May 21, 2007.
Mr. Merlo can be reached at:
Robert Laurie Merlo
Merlo Burgess & Co. Limited
PO Box 51486, Pakuranga
Auckland
New Zealand
Telephone:(09) 520 7101
Facsimile:(09) 529 1360
e-mail: merloburgess&co@xtra.co.nz
SHADO LTD: Creditors' Proofs of Debt Due Today
----------------------------------------------
Shado Limited is receiving the creditors' proofs of debt until
today, May 17, 2007.
Failure to prove debts will exclude a creditor from sharing in
the company's dividend distribution.
The company's liquidator is:
William Gavin Johnston
PO Box 91842, Auckland
New Zealand
Facsimile:(09) 361 6702
ZANDER CORPORATION: Court to Hear Wind-Up Petition on July 19
-------------------------------------------------------------
The High Court of Auckland will hear a wind-up petition against
Zander Corporation Ltd. on July 19, 2007, at 10:00 a.m.
The petition was filed by Superior Boats Limited on April 2,
2007.
Superior Boats' solicitor is:
Natalie Tabb
Barrister and Solicitor
35 Isobel Road
Greenhithe, Auckland
New Zealand
=====================
P H I L I P P I N E S
=====================
BAYAN TELECOMMUNICATIONS: Forges Partnership With Five9
-------------------------------------------------------
Bayan Telecommunications Inc. has forged a partnership with
Five9 Inc. to deliver hosted call center and disaster recovery
solutions, CRM Today reports.
Under the partnership, BayanTel will provide dedicated bandwidth
with guaranteed voice quality of service to Five9 data centers
in North America.
According to the report, the integrated network to be provided
by the partnership will allow any call center outsourcer in the
Philippines to expand their infrastructure in a timeframe of
days or weeks when they need to. The system can also be a
comprehensive disaster recovery solution, CRM adds.
Bayan Telecommunications Holdings Corporation, which is 85.4%
owned by Benpres Holdings Corp. and the Lopez Group, was
incorporated on October 15, 1993. Bayan Telecommunications Inc.
-- http://www.bayantel.com.ph/-- is the operating arm of BTHC
and is formerly known as International Communications
Corporation. BayanTel is a telecommunications company offering
an extensive breadth of traditional links and circuitry as well
as cutting edge data and voice applications. BayanTel's
existing service areas in Metro Manila and Bicol, as well as its
local exchange service areas in the Visayas and Mindanao regions
combined, cover a population of over 25 million, nearly 33% of
the population of the Philippines. BayanTel has operations in
Japan and the U.K.
In a report by the Troubled Company Reporter - Asia Pacific on
July 4, 2006, the Company has paid over PHP900 million in
principal and interest on its debts amounting to PHP25.39
billion in aggregate, of which creditors own PHP14.74 billion,
while PHP10.65 billion is due to its bondholders.
On June 28, 2004, the Pasig Regional Trial Court Branch 158
approved the company's financial rehabilitation based on
sustainable debt level of PHP17.13 billion, payable over 19
years. According to RTC Judge Rodolfo R. Bonifacio, the
remainder of BayanTel's debt may be converted to another
appropriate instrument that will not be a financial burden to
parent Benpres Holdings Corp. It also mandated BayanTel to
treat all creditors equally. Some of BayanTel's creditors have
appealed the lower court decision.
BENPRES HOLDINGS: May Sell Shares in Manila North Tollways
----------------------------------------------------------
Benpres Holdings Corp., the holding company of the Lopez group,
may sell its shares in Manila North Tollways Corp. after
stockholders of City Resources (Philippines) Corp. approved the
company's restructuring plan last week, writes Jenniffer Austria
for the Manila Standard.
Under the restructuring plan, City Resources will become the
holding company of the Lopez group for tollway operations, and
will change its name to First Philippine Infrastructure Inc.,
Ms. Austria relates. Benpres will jointly own City Resources
with First Philippine Holdings Corp. in accordance with a share
swap agreement.
According to the report, 2.435 billion shares in Benpres will be
issued for 14.45 million shares in First Philippine
Infrastructure Development Corp., Benpres' corporate vehicle for
toll road projects. City Resources will issue another 2.53
billion shares to FPHC in return for 15.0433 million shares in
FPIDC, the article relates.
The restructuring is in line with the company's overall plan to
divest in tollway operations, the Manila Standard cites Benpres'
Chief Financial Officer Salvador Tirona as saying. The proceeds
will be used to pay debts.
After restructuring, FHPC will own 50.9% of City Resources,
while Benpres will own a 48.9% stake in the company.
Headquartered in Pasig City Philippines, Benpres Holdings
Corporation -- http://www.benpres-holdings.com/-- is a 56.22%-
owned subsidiary of Lopez, Inc. Both entities were incorporated
in the Philippines. Benpres Holdings and its subsidiaries are
mainly involved in investment holdings, broadcasting and
entertainment, and water distribution. The company's associates
are involved in telecommunications, power generation and
distribution, cable television, real estate development and
infrastructure.
Going Concern Doubt
After reviewing the company's financials for the year 2006, Ma.
Vivian C. Ruiz at Sycip Gorres Velayo and Co. raised significant
doubt on the company's ability to continue as a going concern,
which depends on the success of the company's Balance Sheet
Management Plan.
PSI TECH: Net Lows Narrows to US$1.8 Mil. in 2007 1st Quarter
-------------------------------------------------------------
Psi Technologies Holdings Inc. disclosed its financial results
for the first quarter ended March 31, 2007, during which it
achieved sales revenue in the first quarter of 2007 of US$24.7
million, representing an increase of 11.6% over the $22.1
million in sales revenue during the first quarter of 2006.
Excluding the US$2.2 million in sales revenue that its now-
closed China operations contributed to the total sales revenue
from the first quarter of 2006, revenues from the company's
Philippine operations alone have therefore grown by 24.2% over
the corresponding period in 2006.
The Company's top five customers in the first quarter of 2007
were Infineon Technologies, NXP Semiconductors (formerly Philips
Semiconductor), ON Semiconductors, Power Integrations, and ST
Microelectronics. Going forward, PSi expects to continue to
focus on developing strategic partnerships with new customers
and in particular for its new package family of Power QFN.
PSi continued to be confronted with appreciation of currency and
increase in copper prices in the first quarter of 2007. During
the most recent quarter, these factors had a negative impact on
the company's gross profit. Comparing the first quarters of
2006 and 2007, the Company experienced a shift in the Philippine
Peso value vis-a-vis the U.S. dollar from PHP51.88 to PHP48.57
(7% appreciation). The copper price has risen from US$4.10/kg
in the first quarter of 2006 to US$7.40/kg (80% increase) in the
first quarter of 2007. The Company has offset these increases
in part through continued focus on cost reduction, efficiency
and productivity improvement programs.
In spite of these additional external factors impacting its
profit margins, PSi's EBITDA for the first quarter of 2007
remained stable compared to the first quarter of 2006, at US$2.6
million, although this represented a decrease from US$3.2
million in the fourth quarter of 2006. Additionally, its gross
margin decreased from 6.4% in the first quarter of 2006 to 5.4%
in the first quarter of 2007, while its operating margins
improved from negative 3.6% to a negative 3.5% in the same
periods.
Net other expenses improved to US$900,000 in the first quarter
of 2007 from US$1.5 million in the previous quarter,
representing an overall US$600,000 reduction due, in part, to a
one time non-recurring expense during the fourth quarter of
2006. Of the US$900,000 of net other expenses in the first
quarter of 2007, US$600,000 million was cost arising from the
outstanding Exchangeable Notes, and US$300,000 million was in
relation to interest and bank charges arising from its
outstanding short term loans and trust receipts payable.
The reduction in net loss from US$2.6 million in the first
quarter of 2006 to US$1.8 million in the first quarter of 2007
also reflected a further reduction from US$2 million in the
previous quarter.
Balance Sheet Highlights
PSi reduced its current liabilities by US$1.4 million from US$36
million as of December 31, 2006 to US$34.6 million as of
March 31, 2007. This reduction, in addition to other
expenditures, contributed to a reduction in our cash level by
US$2.3 million.
New acquisitions in property, plant and equipment totaled US$1
million during the first quarter of 2007 mostly related to the
purchase of machinery and equipment to improve capacity
bottlenecks and accommodate new business.
The long-term liability account of US$4.8 million includes the
carrying amount of the Exchangeable Notes issued in July 2003
and June 2005, net of discount representing the embedded
conversion feature of the Note.
As of March 31, 2007, tangible book value was US$1.52 per share
based on 13,289,525 issued and outstanding common shares.
PSi Technologies (NASDAQ: PSIT) --
http://www.psitechnologies.com/-- is an independent
semiconductor assembly and test service provider to the power
semiconductor market. The company provides comprehensive
package design, assembly and test services for power
semiconductors used in telecommunications and networking
systems, computers and computer peripherals, consumer
electronics, electronic office equipment, automotive systems and
industrial products.
As reported in the Troubled Company Reporter - Asia Pacific on
August 10, 2006, PSi Technologies disclosed that its financial
statements for the year ended December 31, 2004, contained in
its 2004 Annual Report on Form 20-F/A, as filed with the United
States Securities and Exchange Commission on July 24, 2006,
included an audit report containing a going concern
qualification from SyCip Gorres Velayo & Co., its independent
public accounting firm.
SGV pointed to the company's recurring losses from operations
and net capital deficiency, the TCR-AP said.
SAN MIGUEL: Government Plans to Sell Shares by Third Quarter
------------------------------------------------------------
The Philippine Government plans to sell its entire shareholdings
in San Miguel Corp. by the third quarter of 2007, according to
Lawrence Agcaoili's article for the Manila Standard. The
government's stake in San Miguel is estimated to be at PHP50
million.
Philippine Finance Secretary Margarito Teves reportedly said
that the government is in talks with contesting owners of San
Miguel to allow for the sale of its interest in the firm. Mr.
Teves also said that they are trying to reach a compromise
within the middle of June.
The Presidential Commission on Good Government is currenty
working to finalize a compromise settlement with San Miguel
Chairman And Chief Executive Eduardo Cojuangco Jr. and a group
of coconut farmers, the Manila Standard notes.
Finance Undersecretary John Phillip Sevilla elaborated on the
compromise, saying that it covered 750 million shares in San
Miguel or about 25% of the company's outstanding shares, the
news agency relates. Mr. Sevilla also said that it excluded the
20% outstanding San Miguel shares being contested by the
government and the Cojuangco group at the Sandiganbayan.
The government plans to use the proceeds of the sale to pay
outstanding loans to United Coconut Planters Bank, the article
relates. These loans incur Php1.18 billion worth of interests
every year.
Headquartered in Manila, Philippines, San Miguel Corporation --
http://www.sanmiguel.com.ph/-- through its subsidiaries,
operates food, beverage and packaging businesses. The company's
products include beer, wine and spirits, soft drinks, mineral
water, chicken and pork products. San Miguel markets its
products both in the domestic and overseas markets. The company
also manufactures glass, metal, plastic, paper and composites
packaging products.
A Troubled Company Reporter - Asia Pacific report on Oct. 12,
2006, stated that Moody's Investors Service affirmed its Ba1
corporate family rating.
Standard & Poor's Ratings Services gave San Miguel Corp. a 'BB'
foreign currency corporate credit rating and a 'B' rating to its
proposed five-year benchmark non-callable, non-cumulative, non-
voting, perpetual preferred shares to be issued by San Miguel
Capital Funding.
UNITED PARAGON: Manabat Sanagustin Raises Going Concern Doubt
-------------------------------------------------------------
Ador C. Mejia at Manabat Sanagustin & Co. raised significant
doubt on United Paragon Mining Corporation's ability to continue
as a going concern, citing the company's:
* recurring losses from operations and as of Dec. 31, 2006;
* negative working capital of PHP2.49 billion (2005 - PHP2.21
billion);
* accumulated deficit of PHP2.32 billion (2005 - PHP2.03
billion); and
* the company's capital deficiency of PHP1.43 billion (2005 -
PHP1.14 billion), despite the capital restructuring made in
1999.
The auditors added that the company's board of directors
authorized the suspension of the Main Shaft rehabilitation and
development in the last quarter of 1998 until appropriate
financing for its further development becomes available.
Likewise, the underground Shaft 4 mining operations were
discontinued to avoid further losses and to preserve the
remaining reserves for future extraction from the Main Shaft at
a profitable level and a retrenchment program for its employees
was commenced.
The auditors said that these factors, among other matters,
comprise significant uncertainties that affect the company's
ability to resume and achieve a profitable level of operations,
enhance recoverability of its assets such as, but not limited
to, the deferred mine exploration and development costs, the
capitalized underground development and exploration costs, the
capitalized mine and mining properties and the property, plant
and equipment, and its ability to raise the required finances
and pay its debts as they mature.
The company's 2006 financials are available for free at:
http://bankrupt.com/misc2/unitedparagon2006.pdf
Headquartered in Mandaluyong City, Philippines, United Paragon
Mining Corporation is engaged in the exploration, development,
exploitation, production and sale of gold. It came into
existence in 1990 as a result of the merger between United Asia
and Geothermal Resources and Abcar Paragon Mining Corporation, a
privately owned company whose principal assets are the Longos
Gold Mine and other gold exploration claims and agreements.
VULCAN IND'L: Sycip Gorres Velayo Raises Going Concern Doubt
------------------------------------------------------------
J. Carlitos Cruz at Sycip Gorres Velayo raised significant doubt
on Vulcan Industrial & Mining Corporation's ability to continue
as a going concern, citing the company's and its subsidiary's
current liabilities exceeding their current assets by PHP204.5
million and PHP231.3 million, respectively. In addition, the
company and its subsidiary had difficulty meeting their
obligations to their creditor banks.
For the year ending 2006, the group suffered a net loss of
PHP32.5 million, its third consecutive annual net loss after
2005's PHP29.0 million and 2004's PHP47.9 million.
Total revenues for 2006 amounted to PHP58.0 million while total
expenses amounted to PHP90.2 million.
The company's financials are available for download at:
http://bankrupt.com/misc2/vulcan2006.pdf
Headquartered in Mandaluyong, Vulcan Industrial & Mining
Corporation is engaged mainly in oil and mineral exploration
projects. One of its successful ventures is the concrete
aggregate project in Rodriguez, Rizal, which was spun-off into a
joint venture company called Vulcan Materials Corporation. VMC
is on its tenth year of rock aggregate quarrying, crushing and
marketing.
VMC has an edge over the other rock aggregates companies due to
its captive market in D.M. Consunji, Inc., one of the giants in
the construction industry, which owns 49% of VMC, the remaining
51% is owned by Vulcan Industrial.
ZIPPORAH REALTY: Turns Around with PHP0.9 MM Net Income for 2006
----------------------------------------------------------------
Zipporah Realty Holdings, Inc. reported a net income of PHP0.90
million for the year ending Dec. 31, 2006, a turn around from
the previous year's PHP2.73-million net loss.
The Troubled Company Reporter - Asia Pacific previously reported
that after auditing Zipporah's annual report for the period
ended Dec. 31, 2005, Luis Canete and Co., raised substantial
doubt on the company and its subsidiary's ability to continue as
a going concern. The auditor pointed at the company's deficit
of PHP744.51 million and a net loss of PHP32.67 million in 2005.
Although the auditors did not raise any substantial going
concern doubt upon reviewing the company's 2006 financials, the
company still has PHP746.12 million deficit for the year 2006.
The company's 2006 financials are available for download at:
http://bankrupt.com/misc2/zipporah2006.pdf
Zipporah Realty Holdings, Inc. was originally incorporated as a
mining firm. Presently, it is primarily engaged in real estate
holding and development with mining as its secondary purpose.
Its main source of revenue comes from sales of real estate
properties.
The company's subsidiary, EBEDEV, Inc., launched its first
project, the Westmont Village Project along Dr. A. Santos Avenue
in Sucat, Paranaque, which started commercial operations in
January 1996. The Westmont Village was conceptualized primarily
to answer the needs of young urban professionals and the growing
demands of the medium income market for a condominium project
accessible to the centers of commerce and industry, affordable
and with the amenities of a first-class condominium.
The parent company is a party to the case filed by P.I. hardware
& Milling Supply, Inc. with the Regional Trial Court against
Wincorp, a subsidiary, for recovery of money placements with
Wincorp amounting to PHP14.88 million plus all stipulated
interest, damages and attorney's fees.
* Philippine Government to Sell Major Assets to Lower Deficit
-------------------------------------------------------------
The Philippine government plans to sell its stakes in various
companies as it hopes to trim its budget deficit to PHP63
billion or 0.9% of the gross domestic product in 2007, according
to Lawrence Agcaoili's article for the Manila Standard.
In the first quarter of 2007, the government incurred a deficit
of PHP52 billion despite its PHP25.2 billion sale of its
indirect stake in the Philippine Long Distance Telephone Co. in
February. Mr. Agcaoili writes that the government collected
only PHP205 billion in revenues, missing its goal of PHP225.8
billion.
The government plans to sell its shareholdings in San Miguel
Corp., which is estimated to be about PHP50 million, by third
quarter this year. It also plans to liquidate its holdings in
the Manila Electric Co., in which it owns 212.12 million shares
or 12.03%, for another PHP5 billion.
* * *
Fitch Ratings, on March 5, 2007, affirmed the Republic of the
Philippines' Long-term foreign and local currency Issuer Default
ratings at 'BB' and 'BB+', respectively. The agency also
affirmed the Short-term IDR at 'B' and the Country Ceiling at
'BB+'.
On Jan. 10, 2007, Standard & Poor's Ratings Services assigned
its 'BB-' senior unsecured debt rating to the Republic of
Philippines' (foreign currency BB-/Stable/B, local currency
BB+/Stable/B) proposed US$1.0 billion global bond issue maturing
in 2032.
On Nov. 3, 2006, the Troubled Company Reporter - Asia
Pacific reported that Moody's Investors Service changed to
stable from negative the outlook on the Philippines' key ratings
due to the progress made in reining in fiscal deficits in 2006
and an easing in dependence on external financing.
The affected ratings include the B1 long-term government
foreign- and local-currency ratings, the B1 foreign-currency
bank deposit ceiling and Ba3 foreign currency country ceiling,
the TCR-AP noted.
=================
S I N G A P O R E
=================
FAIRFAX FINANCIAL: Unit Completes US$330MM Senior Notes Offering
----------------------------------------------------------------
Crum & Forster Holdings Corp., a subsidiary of Fairfax Financial
Holdings Limited, has completed its offering of US$330 million
of
7-3/4% Senior Notes due May 1, 2017, at an issue price of 100%.
The 2017 Notes were sold on a private basis in the United States
pursuant to Rule 144A and outside the United States pursuant to
Regulation S under the Securities Act of 1933, with registration
rights.
Net proceeds of the offering, together with available cash on
hand, were used to purchase approximately US$295.7 million of
the company's 10-3/8% Senior Notes due 2013, for total
consideration of approximately US$325.7 million, plus accrued
and unpaid interest of approximately US$12.1 million, pursuant
to the company's previously announced tender offer to purchase
for cash any and all of the outstanding 2013 Notes.
The company received consents from holders of approximately
US$295.7 million, or 98.6%, of the outstanding 2013 Notes on or
prior to midnight, New York City time, on May 4, 2007 to adopt
amendments to the indenture governing the 2013 Notes in
connection with the tender offer and related consent
solicitation, and such amendments have become effective.
Holders who validly tender 2013 Notes after the Consent
Expiration Date but on or prior to the Offer Expiration Date
will be eligible to receive as consideration the purchase price,
which equals the total consideration less the US$30 consent
payment per US$1,000 principal amount of 2013 Notes.
In addition, holders of all 2013 Notes accepted for payment are
entitled to receipt of accrued and unpaid interest in respect of
such 2013 Notes from the last interest payment date prior to the
applicable settlement date to, but not including, the applicable
settlement date.
The tender offer will expire at midnight, New York City time, on
May 18, 2007, unless extended or earlier terminated. Settlement
for all 2013 Notes tendered on or prior to the Consent
Expiration Date and accepted for payment occurred today, the
initial settlement date. Settlement for all 2013 Notes tendered
after the Consent Expiration Date, but on or prior to the Offer
Expiration Date, is expected to occur promptly following the
Offer Expiration Date. Consummation of the tender offer, and
payment for tendered notes, is subject to the satisfaction or
waiver of certain conditions described in the Statement.
Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as
dealer manager and solicitation agent for the tender offer and
the consent solicitation. The tender agent and information
agent is D. F. King & Co., Inc.
About Fairfax Financial Holdings
Based in Toronto, Ontario, Fairfax Financial Holdings Ltd.
(TSX: FFH)(NYSE: FFH) -- http://www.fairfax.ca/-- is a
financial services holding company with subsidiaries engaged in
property and liability insurance and reinsurance in Canada, the
United States, and internationally.
Fairfax Asia comprises the company's Asian holdings and
operations: Singapore-based First Capital Insurance Limited,
Hong Kong-based Falcon Insurance Limited and a 26.0% equity-
accounted interest in Mumbai-based ICICI Lombard General
Insurance Company Limited, India's largest (by market share)
private general insurer (the remaining 74.0% interest is held by
ICICI Bank, India's second largest commercial bank).
* * *
In December 2006, Moody's Investors Service changed the rating
outlook for Fairfax Financial Holdings Ltd.'s Ba3 senior debt
rating to stable from negative. Moody's said the change in
outlook reflects the improved liquidity position at the holding
company and within FFH's run-off operations.
FRONTRUNNER ENTERPRISES: Court Enters Wind-Up Order
---------------------------------------------------
On May 11, 2007, the High Court of Singapore released an order
to wind up the operations of Frontrunner Enterprises Pte Ltd.
Sta Detroit Diesel - Allison filed the petition against the
company.
The company's liquidator is:
The Official Receiver
Insolvency & Public Trustee's Office
45 Maxwell Road #06-11
The URA Centre (East Wing)
Singapore 069118
GREENRICH ENGINEERING: Court to Hear Wind-Up Petition on May 25
---------------------------------------------------------------
Paw Leck Engineering Pte Ltd., filed a wind-up petition against
Greenrich Engineering Pte Ltd on May 11, 2007.
The High Court Of Singapore will hear the petition on May 25,
2007, at 10:00 a.m.
TME Systems' solicitors is:
Mr. Christopher Tan
Messrs LEE & TAN
171 Chin Swee Road #09-09
San Centre, Singapore 169877
LEAR CORP: Moody's Confirms Low-B Ratings on AREP Merger
--------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to AREP Car Acquisition Corp., the corporate entity that
will be established to affect the consummation of the proposed
acquisition and subsequent merger of Lear Corporation into a
subsidiary of American Real Estate Partners, L.P.
At the same time, the rating agency confirmed Lear's existing
ratings consisting of:
-- a B2 corporate family rating,
-- B3 senior unsecured notes, and
-- B2 secured bank term loan.
The rating outlooks for, and revised Lear and Lear Newco's
outlook to, are stable from ratings under review for possible
downgrade.
Lear Newco's B2 rating considers the substantial leverage
deployed in its prospective capital structure, adequate interest
coverage and modest expectations for free cash flow.
Furthermore, the ratings incorporate the ongoing strengths, and
accompanying risk elements, in the underlying operating business
of Lear, which is a global leader in automotive seating and
electrical distribution systems. Moody's assigned B2 ratings to
Lear Newco's $3.6 billion of secured bank credit facilities, and
a Speculative Grade Liquidity rating of SGL-2, and a stable
outlook.
As Lear's shareholders have yet to vote on the acquisition
proposal from AREP, an affiliate of Mr. Carl C. Icahn, Moody's
will maintain separate ratings on Lear and ratings on Lear Newco
on an interim basis. Should the merger and related financing be
completed as currently structured, which is expected towards the
end of the second quarter, ratings on Lear would be withdrawn.
Although Lear would be the surviving corporation, it would be
under different ownership and have a new board of directors and
a different capital structure. In time, Lear Newco will be re-
named Lear Corporation.
The acquisition is valued at roughly $5 billion net of cash on
hand. AREP will invest some $1.3 billion in equity and arrange
a $2.6 billion secured bank term loan with a maturity in 2014
and a $1.0 billion secured revolving credit facility with a
maturity in 2012, which is expected to be un-drawn at closing.
Approximately $1.3 billion of existing unsecured Lear notes and
some $89 million of other Lear debt would remain outstanding as
obligations of Lear Newco.
"Although the acquisition will involve considerable financial
leverage and interest burden, Lear's global scale, market share,
and anticipated progress in diversifying its customer base and
restoring its operating margins establish a financial profile
that remains consistent with the B2 rating category," said Ed
Wiest, Vice President & Senior Analyst at Moody's.
The leveraging effect of the acquisition of Lear is viewed as a
negative credit event by Moody's. Yet, because of the progress
that the company has made in recent months to improve its
operating performance, pro forma financial metrics for the
acquisition are expected to remain at levels consistent with the
B2 Corporate Family Rating. In particular, Moody's noted that
Lear has completed the divestiture of its North American
interior business which had substantially negative EBITDA in
2006 and was a factor in the company's negative free cash flow
over the past few years. Effectively, the elimination of this
loss making unit was a de-leveraging event for Lear. Although
Lear maintains a minority interest in the business, it will no
longer be burdened by the large cash losses. Under certain
contingencies, however, Lear may be called upon to contribute up
to an additional $40 million to the venture. Despite lower
production volumes at its principal North American customers,
Lear reported results above expectations in the first quarter of
2007. Positive contributions from its operations outside of
North America, the roll-out of new business awards, and savings
from its restructuring actions offset weakness on key platforms
in its largest market. The company raised guidance on its core
operating earnings for 2007. Consequently, Moody's confirmed
existing Lear ratings and restored a stable outlook.
Lear Newco's Corporate Family Rating of B2 considers its
leveraged capital structure, margins which have been under
stress from lower North American vehicle production and elevated
raw material costs, and limited free cash flow anticipated over
the intermediate term. The rating incorporates favorable
attributes of substantial scale, strong global market share,
resultant operating efficiencies, and a good liquidity profile.
It further reflects increasing customer and geographic
diversification and a footprint that enables participation in
growth markets outside of mature regions of North America and
Western Europe. Lear Newco's EBITA margins of under 4%, pro
forma debt/EBITDA of around 5.5 times, and EBITA/interest
coverage of 1.3 times, are typical of single B credits. In
addition, the B2 rating emphasizes current pressures within the
cyclical automotive industry, and, importantly, Lear's ongoing
exposure to General Motors ("GM" with 29% of global revenues in
2006) and Ford Motor Company ("Ford" with 17%). In part, this
pressure arises from lower volumes in Ford and GM's truck and
SUV models on which Lear historically has had significantly
higher content per vehicle. Over time, new business awards and
restructuring initiatives are expected to grow revenues, enhance
customer diversification, and contribute to healthier margins.
Lear Newco's stable outlook flows from its prospects for modest
free cash flow, solid liquidity, extended debt maturity profile,
and expectations of a gradual improvement in operating margins,
customer and geographic diversification. However, the company
faces a challenging environment in North America, including
recent weak new vehicle sales trends and potential disruption to
customer production should OEM negotiations with the UAW not
lead to a smooth contract renewal in September 2007, and recent
weak new vehicle industry sales. Its performance will continue
to be exposed to commodity costs, trends in North American
consumer interest for light trucks given its current
vehicle/platform mix, and developments in GM's and Ford's North
American market shares.
Lear Newco's Speculative Grade Liquidity rating is SGL-2 and
represents good liquidity over its initial year of operations.
The rating is based upon expectations of modest free cash flow,
a $1 billion un-drawn revolving credit facility with material
headroom under applicable financial covenants and a favorable
debt maturity profile.
Moody's confirmed Lear's existing B2 corporate family rating and
revised the outlook to stable from ratings under review for
possible downgrade. The review was initiated on Feb. 5, 2007 in
response to announcements that Lear's Board of Directors had
accepted a proposal from AREP to be acquired and was focused on
the prospective changes to Lear's credit metrics and capital
structure which a leveraged acquisition implied.
The terms of the acquisition financing have now been assessed as
well as their impact on existing Lear obligations. In addition,
Lear has completed the divestiture of its North American
interior business and reported its first quarter results. The
interior unit had substantially negative EBITDA in 2006 and was
a factor in Lear's negative free cash flow over the past few
years. Effectively, its disposition was a de-leveraging event
for Lear although there are certain contingencies in which Lear
may have to contribute up to an additional $40 million. Despite
lower production volumes at its principal North American
customers, Lear reported results above expectations in the first
quarter of 2007. Positive contributions from its operations
outside of North America, the roll-out of new business awards,
and savings from its restructuring actions offset weakness on
key platforms in its largest market. The company raised
guidance on its core operating earnings for 2007. Consequently,
Moody's confirmed existing Lear ratings and restored a stable
outlook.
Ratings assigned:
* AREP Car Acquisition Corp.
-- Corporate Family, B2
-- Senior Secured Term Loan, B2 (LGD-3, 44%)
-- Senior Secured Revolving Credit Facility, B2 (LGD-3, 44%)
-- Outlook, stable
-- Speculative Grade Liquidity rating, SGL-2
Ratings confirmed:
* Lear Corporation
-- Corporate Family, B2
-- Senior Secured Term Loan, B2 (LGD-4, 50%)
-- Senior Unsecured Notes, B3 (LGD-4, 61%)
-- Shelf ratings for senior unsecured, subordinated and
preferred, (P)B3, (P)Caa1(LGD-6, 97%), and (P)Caa1
(LGD-6, 97%) respectively
-- Speculative Grade Liquidity rating, SGL-2
Ratings revised:
* Lear Corporation
-- Outlook stable from ratings under review for
possible downgrade
Should the acquisition be approved by Lear's shareholders and
upon consummation of the merger, Lear's existing 8.75% notes,
8.5% notes, and 5.75% notes transition to obligations of Lear
Newco as Lear will be the surviving corporation. Their ratings
would be unchanged at B3, but their Loss Given Default
Assessments would be LGD-4, 63%.
Indentures for unsecured notes constrain Lear's and its
guaranteeing subsidiaries' ability to grant collateral interests
without ratably securing the notes. Existing Lear notes
maturing in 2008 and 2009 were issued under indentures which had
tighter lien baskets than Lear's other unsecured notes. Under
those same indentures, Lear has the option to redeem the notes
at any time under certain conditions. Lear will be obligated to
redeem, or provide satisfactory notice that it has irrevocably
called those notes (a condition precedent for the acquisition
financing). The surviving indentures applicable to Lear Newco
will generally provide for a lien basket of 10% of defined
consolidated assets compared to the 5% basket under the
indenture for the 2008 and 2009 notes.
The last rating action was on February 5, 2007 at which time
Lear's ratings were placed under review for possible downgrade.
About Lear Corporation
Headquartered in Southfield, Michigan, Lear Corporation (NYSE:
LEA) -- http://www.lear.com/-- supplies automotive interior
systems and components. Lear provides complete seat systems,
electronic products and electrical distribution systems and
other interior products.
Lear has operations in these Asian countries: Singapore, China,
India, Japan, Thailand, and the Philippine.
LEAR CORP: Michigan Judge Dismisses Lawsuits Over Icahn Deal
------------------------------------------------------------
A judge has dismissed three lawsuits in Michigan that had been
brought on behalf of all Lear Corporation shareholders related
to the Merger Proposal with American Real Estate Partners, L.P.
on the grounds that there was a prior lawsuit filed in Delaware.
The consolidated Delaware action is scheduled for a preliminary
injunction hearing on June 6, 2007.
Class Actions
As previously reported in the TCR-Europe on March 19, 2007, Lear
Corporation is facing six purported class actions filed by
certain shareholders seeking to block the automotive parts
supplier's acquisition by billionaire investor Carl Icahn,
according to the company's Feb. 27, 2007 Form 10-K filing with
the U.S. Securities and Exchange Commission for the period ended
Dec. 31, 2006.
In February, the company agreed to a US$2.31 billion buyout
offer from Icahn-controlled American Real Estate Partners LP.
The transaction involves Mr. Icahn paying US$36 per share for
the shares he does not already own, according to reports.
Under the terms of the agreement, Lear was allowed to solicit
alternate proposals for 45 days.
Between Feb. 9, 2007 and Feb. 21, 2007, certain stockholders
filed six purported class actions against the company, certain
members of the board of directors and American Real Estate
Partners, L.P. and certain of its affiliates (AREP).
Three of the lawsuits were filed in the Delaware Court of
Chancery and have since been consolidated into a single action.
Another three were filed in Michigan Circuit Court.
The class action complaints, which are substantially similar,
generally allege that the Agreement and Plan of Merger unfairly
limits the process of selling Lear and that certain members of
the company's board of directors have breached their fiduciary
duties in connection with the Merger Agreement and have acted
with conflicts of interest in approving the Merger Agreement.
The lawsuits seek to enjoin the merger, to invalidate the Merger
Agreement and to enjoin the operation of certain provisions of
the Merger Agreement, a declaration that certain members of the
company's Board of Directors breached their fiduciary duties in
approving the Merger Agreement and an award of unspecified
damages or rescission in the event that the proposed merger with
AREP is completed.
On Feb. 23, 2007, the plaintiffs in the consolidated Delaware
action filed a consolidated amended complaint, a motion for
expedited proceedings and a motion to preliminarily enjoin the
merger contemplated by the Merger Agreement.
Annual Stockholders' Meeting
Meanwhile, the Board of Directors of Lear re-affirmed that the
company's 2007 annual meeting of stockholders will be held at
10:00 a.m. Eastern Time on Wednesday, June 27, 2007, at:
Hotel du Pont
11th and Market Streets
Wilmington
Delaware 19801
United States
The record date for determination of stockholders entitled to
notice of, and vote at, the meeting is the close of business on
Monday, May 14, 2007.
About Lear Corp.
Headquartered in Southfield, Michigan, Lear Corporation (NYSE:
LEA) -- http://www.lear.com/-- supplies automotive interior
systems and components. Lear provides complete seat systems,
electronic products and electrical distribution systems and
other interior products.
Lear has operations in these Asian countries: Singapore, China,
India, Japan, Thailand, and the Philippines.
* * *
The Troubled Company Reporter - Asia Pacific reported on
Feb. 15, 2007, that following Lear's agreement to be acquired by
Carl Icahn-controlled American Real Estate Partners, L.P.,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lear to 'B' from 'B+' and placed its ratings on
CreditWatch with negative implications.
The TCR-AP also noted on Feb. 7, 2007, that Moody's Investors
Service placed Lear's corporate family rating at B2, under
review for possible downgrade. The company's speculative grade
liquidity rating of SGL-2 has been affirmed. Recently, Moody's
Investors Service assigned a B2 corporate family rating to AREP
Car Acquisition Corp., the corporate entity that will be
established to affect the consummation of the proposed
acquisition and subsequent merger of Lear Corporation into a
subsidiary of American Real Estate Partners, L.P.
UNITED TEST: Signs Cross-Licensing Agreement With Amkor Tech
------------------------------------------------------------
United Test and Assembly Center Ltd. and Amkor Technology, Inc.
have entered into a multi-year cross-licensing agreement under
which Amkor will license its MicroLeadFrame(R) patents to UTAC,
and UTAC will license its QFN patents to Amkor. The agreement
covers the license of intellectual property rights and transfer
of associated packaging technologies.
MicroLeadFrame(R), or MLF(R), is Amkor's proprietary version of
an integrated circuit package with the generic nomenclature of
QFN, which stands for "quad, flat-pack, no lead." Amkor's MLF
package is a leadframe-based, nearly chip-scale package with an
exposed die paddle and leads on the bottom of the package,
providing excellent thermal and electrical performance. Since
its introduction in the late 1990's Amkor has seen broad
adoption of its MLF technology, and over the past five years,
Amkor has shipped approximately five billion MLF packages.
"Our MicroLeadFrame package has been widely adopted by IC
suppliers as a cost-effective alternative for conventional low
lead-count packages, and MLF continues to be vital to the
success of Amkor's leadframe and CSP product lines," said Oleg
Khaykin, Amkor's Executive Vice President and Chief Operating
Officer. "We are pleased that UTAC has sought to adopt our
technology."
Lee Joon Chung, UTAC's Group President and CEO, noted "These QFN
products are a key part of our assembly strategy, and we are
pleased to have entered into a cross licensing arrangement on
the MLF / QFN products with Amkor."
About Amkor
Amkor Technology, Inc. -- http://www.amkor.com/-- is a provider
of advanced semiconductor assembly and test services. The
company offers semiconductor companies and electronics OEMs a
complete set of microelectronic design and manufacturing
services.
About UTAC
United Test and Assembly Center Ltd, based in Singapore and
listed on the Singapore Stock Exchange since 2004, is an
independent provider of test and assembly services for
semiconductor devices, including memory, mixed-signal and logic
integrated circuits.
The company has manufacturing facilities in Singapore, China
(Shanghai), Taiwan and Thailand, and a global sales network in
Singapore, Thailand, Taiwan, the U.S., Italy, Korea and Japan.
* * *
The Troubled Company Reporter - Asia Pacific reported on
Feb. 7, 2006, that Moody's Investors Service affirmed the
company's Ba3 senior unsecured rating for US$190 million
convertible bonds. At the same time, Moody's has affirmed its
Ba3 corporate family rating for UTAC, removing both ratings from
their provisional status. The ratings outlook is stable.
The TCR-AP also noted on Nov. 6, 2006, Moody's Investors Service
assigned a provisional (P)Ba3 corporate family rating and a
provisional (P)Ba3 senior unsecured rating to UTAC's proposed
US$200M convertible bonds due 2013. The ratings outlook is
stable.
Moreover, the TCR-AP reported on Nov. 2, 2006, that Standard &
Poor's Ratings Services assigned its 'BB-' corporate credit
rating to UTAC. The outlook is stable. At the same time,
Standard & Poor's assigned its 'BB-' rating to UTAC's proposed
US$200 million convertible bonds due 2013.
*********
Tuesday's edition of the TCR-AP delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-AP editors from a variety of outside
sources during the prior week we think are reliable. Those
sources may not, however, be complete or accurate. The Tuesday
Bond Pricing table is compiled on the Friday prior to
publication. Prices reported are not intended to reflect actual
trades. Prices for actual trades are probably different. Our
objective is to share information, not make markets in publicly
traded securities. Nothing in the TCR-AP constitutes an offer
or solicitation to buy or sell any security of any kind. It is
likely that some entity affiliated with a TCR-AP editor holds
some position in the issuers' public debt and equity securities
about which we report.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR-AP. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com
Friday's edition of the TCR-AP features a list of companies with
insolvent balance sheets obtained by our editors based on the
latest balance sheets publicly available a day prior to
publication. At first glance, this list may look like the
definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical
cost net of depreciation may understate the true value of a
firm's assets. A company may establish reserves on its balance
sheet for liabilities that may never materialize. The prices at
which equity securities trade in public market are determined by
more than a balance sheet solvency test.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter - Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland, USA. Mark Andre Yapching, Azela Jane Taladua, Rousel
Elaine Tumanda, Valerie Udtuhan, Francis James Chicano, Tara
Eliza Tecarro, Freya Natasha Fernandez, Frauline Abangan, and
Peter A. Chapman, Editors.
Copyright 2007. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding,
electronic re-mailing and photocopying) is strictly prohibited
without prior written permission of the publishers.
Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.
TCR-AP subscription rate is US$625 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance
thereof are US$25 each. For subscription information, contact
Christopher Beard at 240/629-3300.
*** End of Transmission ***