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A hyperopic approach to breaking into the U.S. retail eyeglass market has kept White & Case lawyers busy since last fall with potential acquisitions for the Chinese company Moulin Global Eyecare Holdings. The work finally paid off for Jeffrey Washenko, a partner in White & Case’s Palo Alto office who represents the Chinese company, and his team of associates. On March 1, Moulin closed a $450 million deal for Eye Care Centers of America Inc., which owns about 375 retail stores in the United States. Washenko says it’s one of the first acquisitions of a U.S. retail chain by a Chinese company. “It was a pretty long saga with Moulin,” Washenko said, because the deal was the company’s second attempt to break into the U.S. retail market. Moulin’s first bid, for Cole National Corp., failed in October when an Italian company ended up paying $495 million for Cole, the country’s second-largest eyeglass chain. But it didn’t take long, Washenko said, for Moulin to set its sights on ECCA. The leveraged buyout teamed Moulin with the San Francisco firm Golden Gate Capital. The multi-investor, cross-border deal — financing came from Bank of America, JP Morgan and Merrill Lynch, Washenko said — created several challenges for lawyers, notably a series of last-minute, nighttime phone calls to deal with regulatory issues in China. “We had two or three all-nighters in a row to get the signing because people were on the phone to Hong Kong,” Washenko said. Complicating matters was the fact that John Leary, the lead associate who worked on the deal from the time Moulin was targeting Cole, was promoted to managing partner of the firm’s Shanghai office and wasn’t able to help finalize the transaction. In addition to Washenko and Leary, White & Case associates Vivian Tsoi and Raheleh Mansoor worked on the deal. Lawyers with Allen & Overy served as local counsel, while Weil, Gotshal & Manges represented ECCA. – Justin Scheck MONSTER INVADES CHINA Morrison & Foerster lawyers handled a monster of a deal for their client, a leader in the Chinese online recruitment market. The team, headed by Hong Kong partner Robert Woll, sold a 40 percent stake of ChinaHR.com Holdings Ltd. to career site Monster Worldwide Inc. for $50 million. “This deal is significant because it potentially opens the door to millions of job seekers in China,” Woll said. “It exemplifies the importance of China in the long-term global growth strategies of U.S. Internet companies and provides Monster access to a growing recruitment market.” He adds that Monster representatives visited job fairs in China and were impressed by the sheer demographic potential. As a result of their visits, they decided to acquire a stake in ChinaHR. The Chinese startup was originally created with funding from angel investors. Its Web sites today have 3.2 million registered users, 280,000 corporate clients and a business that has affiliations with 100 colleges and universities in China. Monster officials estimated that the registered urban unemployment rate dropped to 4.2 percent at the close of 2004. Ultimately, the 40 percent ownership number was heavily negotiated, Woll said, with ChinaHR’s existing shareholders keenly interested in maintaining control of their company. Under the terms of the joint venture, Monster will occupy three of seven seats on ChinaHR’s board of directors. Monster will also have certain rights and obligations to acquire at least 51 percent of ChinaHR within three years or in the event of an IPO. Woll says the biggest challenge faced by his team was speed. “We were working in different time zones on a compressed timetable as both parties wanted to close the transaction before Chinese New Year,” said Joseph Yu, an associate in MoFo’s Palo Alto office. Hong Kong associate Louise Liu also worked on the transaction. MoFo has represented other Chinese technology companies, including Linktone, Netease and Hurray. Monster was represented by Fulbright & Jaworski’s Hong Kong and New York offices. Marie-Anne Hogarth

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