Telecommunications, media and technology

Transcription

1 Our practice in Asia Telecommunications, media and technology

2 Virtually all aspects of how we live and work are touched by the telecommunications, media and technology (TMT) industries. TMT companies don t just react to change, they create change. We work closely with businesses in the sector: we guide them through groundbreaking joint ventures, IPOs and M&A, and provide business focused, strategic advice on their day-to-day commercial and regulatory affairs. We keep our eyes on the big picture, but we know that often it s the details that matter most. Our team has gained a wealth of experience advising on some of the most challenging transactions in the region, bringing a creative, forward-thinking approach to help clients achieve their objectives.

3 Our TMT practice in Asia If you are embarking on an M&A, our international experience pays dividends. If you need specialised commercial and regulatory advice, our TMT experts can help you out. If you get caught up in an unforeseen contentious matter, we are there to support you on the ground right across Asia. Our TMT practice provides industry leading advice on technically complex matters, across multiple jurisdictions. With offices in China, Hong Kong, Japan and Vietnam, we have one of the best established practices across Asia, and we are recognised as one of the top-ranking firms for our work in the TMT sector. We have advised on many of the leading TMT deals in Asia, including significant M&A, joint ventures, demergers, IPOs and restructurings. We also advise on the commercial, antitrust, regulatory, finance, and intellectual property/information technology aspects of TMT matters. In our work, we combine international best practice with local knowledge and insight to develop practical, creative and commercial solutions that will enable you to achieve your business objectives. You will find our TMT lawyers hands-on, pragmatic and passionate about the sector. Many hold degrees and qualifications in scientific and other technical disciplines, so we are quick to understand the complex technological and commercial issues you may face. Our outsourcing practice is one of the most experienced in the legal sector, and we advise clients on the full range of outsourcings, including build-operate transfer outsourcings, IT outsourcings and business process outsourcings. We also provide the required regulatory analysis with these transactions. Finalist TMT International Law Firm of the Year Chambers China Awards 2012 Telecommunications, media and technology 1

4 We blend the wisdom of experience with an appetite for innovation Our TMT sector experience in Asia is vast We act in private and public M&A, often across multiple jurisdictions, with detailed knowledge of the foreign direct investment restrictions and the corporate structures typically adopted in this sector. We prepare and negotiate commercial agreements, including joint venture agreements, research and development collaborations, IT and business process outsourcing, data hosting/co-location facilities, network procurement and roll out, roaming and network sharing and interconnection agreements. We also advise on contentious and non contentious regulatory issues concerning licences, frequency and number allocations, access and tariff regulation, interconnection, voice over internet protocol (VOIP), bitstream access and data privacy. And we provide internet-related advice on e-commerce and m-commerce platforms, VOIP, internet protocol television (IPTV), e-banking, cyber-privacy, content licensing and website development and hosting. We have dedicated media experts who offer business-focused advice on content dissemination and broadcasting over subscriptions and free-to-air TV, internet and other new media devices. The examples below show our experience in Asia. They give a feel for the types of problems we have advised on and how we handled them. Telecommunications VimpelCom on its US$66m acquisition of a 78 per cent stake in Millicom Lao Co. Ltd, the Lao mobile telecommunications company. HKT Trust s underwriters on the US$1.2bn global offering of the share-stapled units jointly issued by HKT Trust and HKT Limited and their listing on the Hong Kong Stock Exchange. HKT Trust is a leading integrated provider of fixed-line, mobile and broadband telecommunications services in Hong Kong and is a spin-off of PCCW Limited. With the listing, HKT Trust became the first fixed, single investment trust to list in Hong Kong and the first share-stapled units to be listed on the Hong Kong Stock Exchange. In addition, this deal was a spin-off of pure telecommunications assets with a projected higher dividend yield. Hutchison Telecom on its US$2bn 3G network expansion and upgrade project in Indonesia. IT/Telecoms Law Firm of the Year Asian Legal Business Hong Kong Law Awards Telecommunications, media and technology

5 Media Global Flex Holdings on its global licensing and distribution arrangements for the PRC developed CMMB multi-media broadcast standard. Imagi, an animated motion picture producer and distributor, on its acquisition of Toon Express Group, the manager and owner of the hugely popular, indigenous Chinese animation characters Pleasant Goat and Big Big Wolf (often cited as China s Mickey Mouse ).

6 Technology Internet Alibaba.com on its US$1.7bn IPO in Hong Kong and on its subsequent joint venture with Softbank to extend its world leading business-to-business e-commerce platform into the Japanese market through Alibaba.com Japan. TOM Online on its joint venture with ebay EachNet, ebay s China-based subsidiary for the operation of the ebay platform in China. China Telecom on various internet-related deals including its collaboration with Google, to enable Google to deliver its internet search feature to China Telecom s mobile portals; its collaboration with Microsoft, to enable Microsoft to deliver its internet search, instant messaging, and blogging services, and various online information, communication and utility software applications to China Telecom s internet portals; its collaboration with Research In Motion, to introduce CDMA BlackBerry services into China. Morgan Stanley on the IP and IT aspects of its Japanese securities joint venture with Mitsubishi UFJ. IP and IT were key to the transaction in two respects: first, the complexities around combining the two banks branding; and second, the arrangements needed to integrate the banks technology and shared services functions. Our expertise in complex commercial IP/IT was crucial to concluding the joint venture arrangements. China Unicom on its acquisition of BlackBerry network services from Research In Motion through a complex supply arrangement with China Unicom (Hong Kong) Limited. Cloud computing Macquarie Telecom on a white paper providing a multi-jurisdictional comparative overview of the issues involved in cloud computing in various jurisdictions. Outsourcing AIA on outsourcing its IT network infrastructure in China and 14 countries across Asia. This is just a sample of the many matters we have worked on. Each one is in some way different, each one is a challenge. In common they all demand the utmost intellectual rigour. If you would like to know more about how we have tackled problems similar to those you face, please contact us. 4 Telecommunications, media and technology

7 Contacts Hong Kong 11th floor Two Exchange Square Hong Kong Connie Carnabuci Head of TMT Asia T E connie.carnabuci@freshfields.com Teresa Ko T E teresa.ko@freshfields.com Robert Ashworth T E robert.ashworth@freshfields.com Mark Parsons T E mark.parsons@freshfields.com Beijing 3705 China World Tower Two 1 Jianguomenwai Avenue Beijing Shanghai 34th floor Jinmao Tower 88 Century Boulevard Shanghai Hanoi Hanoi #05-01 International Centre 17 Ngo Quyen Street Hanoi Ho Chi Minh City #1108 Saigon Tower 29 Le Duan Boulevard District 1 Ho Chi Minh City Tony Foster T E tony.foster@freshfields.com Tokyo Akasaka Biz Tower 36F Akasaka Minato-ku Tokyo Ed Cole T E edward.cole@freshfields.com Jenny Connolly T E jenny.connolly@freshfields.com Jack Wang T E jack.wang@freshfields.com

8 is a limited liability partnership registered in England and Wales with registered number OC It is authorised and regulated by the Solicitors Regulation Authority. For regulatory information please refer to Any reference to a partner means a member, or a consultant or employee with equivalent standing and qualifications, of or any of its affiliated firms or entities. This material is for general information only and is not intended to provide legal advice. February 2012, 32082