Mergers & Acquisitions
Some significant transactions which we have worked on include:
Acquisitions and divestments of companies (both public and private), businesses and assets
- The sale by OCBC Bank and Great Eastern of their shares in Fraser & Neave Limited and Asia Pacific Breweries, one of the largest sales of minority stakes in two local household brand names in Singapore’s corporate history with a deal value of approximately US$3 billion.
- Acted for the AXA group in its US$494 million acquisition of the general insurance business of the HSBC group in a multi-jurisdictional deal covering amongst others, Singapore and Hong Kong, with related bancassurance arrangements, as well as in AXA’s acquisition of the Singapore life insurance business of the HSBC group.
- Our Indonesian and Singapore offices acted for the Lee Rubber Companies in a cross-border deal involving the sale of their entire shareholding interests in Anson Company (Private) Limited to Halcyon Rubber Company Pte. Ltd. for an aggregate cash consideration of S$450 million.
- Acted for GMG Global Ltd, a company listed on the Singapore Stock Exchange and a subsidiary of Sinochem International Corporation, in its acquisition of approximately 35% of the shares in the capital of Siat SA (which holds investments in various entities incorporated in Africa namely Cote d’Ivoire, Ghana, Nigeria and Gabon) for S$350 million.
- Advised the Lion Power Consortium (lead by Marubeni Corporation) in its acquisition of Senoko Power Limited in a deal which won the Asian Legal Business "Singapore M&A Deal of the Year" in 2009.
- Our Cambodian, Malaysian, Singapore and Thai offices acted together for Massimo Zanetti Beverage Group SpA in its acquisition of the Boncafé group, which has operations in Southeast Asia and the Middle East. The aggregate value of the deal was US$85 million and includes the acquisition of Boncafé’s roasting plants in Thailand and Singapore.
- Our Cambodian and Singapore offices acted for Phillip Capital Group in its acquisition of HwangDBS Commercial Bank Plc in Cambodia from HwangDBS (Malaysia) Bhd (a Malaysian financial services group) in a US$40 million deal.
- Our Malaysian office acted for Creed Investments Pte Ltd in its acquisition of a majority interest in Sunsuria Medini Sdn. Bhd for approximately RM160.5 million.
Takeovers of listed companies in the region
- Acted for RHC Healthcare Pte Ltd (owned by RHC Holdings Private Limited and Fortis Healthcare Limited) in its high profile competing general offer for Parkway Holdings Limited, which valued Parkway at S$3.2 billion.
- Acted for United Engineers Limited, in the group’s successful competing bid for shares and convertible bonds of WBL Corporation Limited, which valued WBL at S$1.25 billion and the subsequent voluntary delisting of WBL, with related capital market fund raising of S$490 million.
- Acted for Gallant Venture Ltd, a member of the Salim group, in connection with its S$1.6 billion successful takeover of IDX-listed PT Indomobil Sukses Internasional Tbk (an automotive business group which is one of the two largest automotive groups in Indonesia), with related capital market fund raising of S$675.6 million.
- Advised Bursa Malaysia-listed Integrax Berhad in connection with the approximately RM761 million takeover offer by Tenaga Nasional Berhad for Integrax.
- Advised Arenga Pinnata Sdn Bhd (a subsidiary of Creador II, LLC) and Strategic Ambience Sdn Bhd (a subsidiary of SMRT Holdings Berhad) in the acquisition of shares and the subsequent takeover of Bursa Malaysia-listed Masterskill Education Group Berhad, for an aggregate consideration of approximately RM246 million.
- Advised Plenitude Berhad in its RM279 million takeover offer for Nomad Group Berhad.
Reverse takeovers (RTOs)
- Acted in the reverse takeover by the Singapore Gallant Venture Group of Indonesian assets of the Salim group, SembCorp group and Acendas group undertaking industrial parks, utilities, resorts operations and property development businesses with a value of S$1.2 billion.
- Acted in the reverse takeover of CityAxis Holdings Limited (now known as Indofood Agri Resources), involving the acquisition from Jakarta-listed Salim group company of an Indonesian major vertically-integrated edible oils and fats company and related placement of Indofood Agri shares, with a deal value of over S$815 million. The case won mention in Asia Pacific Legal 500.
- Advised Colorland Animation Ltd. (now known as China Animal Healthcare Ltd., and listed on the Singapore Exchange) in its S$175 million reverse takeover by purchasers engaged in the production and sale of animal drugs.
- Advised in the reverse takeover of Vastalux Energy Bhd by Barakah Offshore Petroleum Berhad.
Mergers, amalgamations and schemes of arrangements
- Acted for David Lam (Executive Chairman of Goodpack Limited) in the acquisition of Goodpack Limited by IBC Capital Limited (which is an affiliate of Kohlberg Kravis Roberts & Co. L.P.) by way of a S$1.4 billion scheme of arrangement. This has been reported to be one of Asia’s largest buyout of a Singapore company by a private equity fund. It won the M&A Deal of the Year: Private Equity award in the Asia Legal Awards 2015 (International category).
- Acted for Singapore Technologies Electronics Limited, being a wholly owned subsidiary of Singapore Technologies Engineering Ltd, which is listed on the Main Board of the SGX-ST, in its S$162.8 million acquisition of shares in Nera Telecommunications Limited, also listed on the Main Board of the SGX-ST, pursuant to a privatization and delisting scheme of arrangement under Section 210 of the Companies Act (Cap 50).
Delistings, privatizations, de-mergers and corporate restructurings
- Acted for New Oceana Limited in its voluntary conditional cash and share offer for and privatisation of People’s Food Holdings Limited, which valued People’s Food at S$1.37 billion.
- Acted as Singapore counsel to Sound (HK) Limited in its conditional cash exit offer to acquire all the shares and convertible bonds of Sound Global Ltd. (listed on the Main Board of the SGX-ST), which valued Sound Global at approximately S$1.07 billion. Sound Global was listed on both the SGX-ST and Stock Exchange of Hong Kong. The exit offers were made in connection with the voluntary delisting of Sound Global from the SGX-ST, whilst retaining its listing on the SEHK.
- Acted for United SM Holdings Pte. Ltd. in its voluntary unconditional cash offer for and privatisation of Guthrie GTS Limited, which valued Guthrie at S$948.6 million.
- Acted for United Overseas Bank Limited in the recommended voluntary conditional cash offer for and privatisation of Far Eastern Bank Limited, which valued Far Eastern Bank at S$351 million.
- Advised Zhiyuan International Investment and Holding Group (Hong Kong) Co. Limited in its proposed investment in Perwaja Holdings Berhad for the restructuring and regularisation of the Perwaja Group at a transaction value of RM1.8 billion.
- Acted for Hyflux Limited in its joint venture with Mitsui & Co., to originate, invest, develop, construct, operate and maintain water plants in the Peoples’ Republic of China in a deal with involved the delisting and acquisition of the assets of the Hyflux Water Trust, in a deal worth approximately US$235 million.
Private equity investments
- Acted for Baring Private Equity in its equity investment in LHI Technology and secondary sale to 3i Group.
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