Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Kadir Andri & Partners is as strong in corporate M&A as it is in banking and finance. The firm is regularly mandated by the most prestigious companies for complex, high-value transactions.

One example was the deal representing DRB-Hicom Berhad in its US$371 million disposal of 20.2% of the equity shareholding in EON Capital Berhad to Primus Pacific Partners 1 in June 2008. The deal allowed DRB-Hicom Berhad to exit from the conventional banking business while Primus Pacific 1 could enter the Malaysian banking sector.

Another high-profile deal was CIMB Group’s acquisition of a 51% interest in the equity of PT Bank Lippo Tbk from Santubong Investments. The firm also worked on the subsequent merger between Bank Lippo and PT Bank CIMB Niaga Tbk. The deals, worth US$572 million, completed in October 2008 and were led by Eliathamby Sreesanthan.

Tan Kong Yam is another of the firm’s leading lawyers and headed the aforementioned DRB-Hicom Berhad deal. Kadir Andri & Partners’ corporate M&A practice is led by the equally capable Abdul Kadir Kassim.

Shearn Delamore & Co has the expertise and resources to act on big deals and the firm demonstrated this with aplomb this year. In one of its headline deals, the firm advised both Bank of America and Merrill Lynch as local counsel in Malaysia on the banks’ global merger, which completed in January 2009.

The firm also advised Tasek on the planning and legal due diligence for its proposed acquisition of Hong Leong Asia’s building materials business in Singapore, Malaysia and Indonesia for US$223.5 million (both parties subsequently agreed to terminate the transaction in November 2008).

As Malaysian counsel to ST Microelectronics, the firm advised the company’s wireless semiconductor division, STMicroelectronics Wireless, on its joint venture with the mobile platform branch of Ericsson, known as ST-Ericsson.

Grace C G Yeoh leads the corporate practice, ably assisted by a six-strong team of partners.

Skrine’s corporate department is one of the most highly recommended in the Malaysian market. As such, the firm is present on high-value and innovative deals.

Recent work includes being instructed by German firm Gleiss Lutz to advise Robert Bosch, the world’s largest supplier of automobile components, on the sale of the Blaupunkt brand car radio business to Munich industrial holding company Aurelius. As well as documenting the Malaysian aspects of the deal, Skrine helped to set up a new company to make the purchases and to obtain business transfer licences.

The firm was also instructed by Slaughter and May to act as Malaysian counsel to Alliance & Leicester on Banco Santander’s acquisition via a scheme of arrangement. The deal was worth £1.2 billion (US$1.9 billion).

The firm comprises a number of the market’s most sought-after corporate practitioners. Janet Looi and Quay Chew Soon are both singled out by clients for their responsiveness and deep knowledge of corporate law. Meanwhile, practice head Chen Kah Leng is equally well regarded.

Zaid Ibrahim & Co’s corporate M&A department is led by Lim Kar Han. The practice has earned its top-tier ranking by acting on some of the largest deals in the market.

In June 2008, Sharon Tan and Idahani Ismas Ismail advised Saudi Telecom on its US$3 billion acquisition of a 25% interest in Maxis Communications. This was done through parent company Binariang GSM.

In May 2008, the firm also helped Germanischer Lloyd AG’s susbsidiaries acquire 75.1% of the shares in Trident Consultants Far East, which held 49% of shares in Trident Consultants. The US$19million deal was led by Wan Kai Chee.

Albar & Partners’ two-partner corporate M&A group covers M&A, corporate advisory, private equity, and restructuring and insolvency.

The firm has been busy on both cross-border and domestic M&A deals. One example was the US$680 million merger between Bank Niaga TBK and PT Bank Lippo TBK. The deal was completed in October 2008 and created Indonesia’s fifth largest bank, Bank CIMB Niaga. It was the first banking merger under the Central Bank of Indonesia’s single presence policy.

Albar & Partners has also acted for Al-Hadharah Boustead Reit (fund), the world’s first Syariah compliant real-estate investment trust, in December 2008. One aspect of the mandate involved the RM188.8 million (US$54 million) acquisition and lease of new plantation assets by the fund. The deal comprised the purchase of the Malakoff Estate for RM105.5 million, as well as the Bebar Estate for RM88.3 million.

Lily Tan Chea Li, who heads the practice along with Syed Zaid Albar, acted on both deals.

Ng Leong Huat heads Lee Hishammuddin Allen & Gledhill’s M&A group and has experience in M&As, corporate structures and schemes, and public issues and listings.

Lee Hishammuddin Allen & Gledhill took part in two large privatisations by way of selective capital exercise (SCR) in 2008. The first was a RM350 million (US$99.5 million) deal for MTD Capital Berhad and CIMB Investment Bank, with the firm advising clients on the transaction and financing structure for the SCR. The second was also for MTD Capital Berhad and CIMB Investment Bank, and concerned the privatisation of Metacorp Berhad. That deal was worth RM150 million.

The firm also advised Reliance Pacific Berhad on the acquisition of travel and leisure companies in Hong Kong, Australia and Thailand. The deals were worth RM45 million.

Shook Lin & Bok has a well respected and very active corporate M&A department. The practice combines a deep knowledge of the law with sound commercial sensibilities to provide top-end clients with a comprehensive service.

Recent work includes advising Hong Leong Investment Bank, a wholly-owned subsidiary of Malaysia-listed HLG Capital, on its RM75 million (US$21 million) acquisition of the equity interest of SBB Securities. The firm acted for the same client on its RM65 million acquisition of the assets and liabilities of Southern Investment Bank. The CIMB Group was the seller in both cases.

The firm also advised Hume Fibreboard on the RM170 million disposal of its medium density fibreboard-related activities to Evergreen Fibreboard (Nilai), a wholly-owned subsidiary of Evergreen Fibreboard Berhad, in September 2008.

Partner Patricia David acted on both deals and is picked out by the market as one of the leading M&A practitioners.

Zul Rafique & Partners’ corporate practice is led by Jerry Ong, a highly respected M&A practitioner.

In October 2008, Ong advised Mubadala Development Corporation and Global Capital and Development as consortium leaders on the subscription of 60% shares in Global Capital and Development. This was the company that entered into a master concession and land development agreement in relation to certain parcels of land in the Iskandar development region.

Ong was also present on the deal advising OME Management in its €553.8 million (US$784 million) purchase of the interests in the Starkstrom-Geratebau Group from Kajo Neukirchen and HCP Capital Group.

Adnan Sundra & Low is a popular choice for corporate M&A deals. In June 2009, a Wong Chin Chin-led team advised Orix Investment and Management Pte on its investment in two Malaysian companies operating biomass power plants. Advice included legal due diligence on these companies.

Baker & McKenzie associate firm Wong & Partners has the capacity to advise large clients on both domestic and cross-border transactions. The corporate practice is the firm’s largest, and in one transaction it advised on three public takeovers under the Malaysian Takeovers & Mergers Code 1998.

ARSA Lawyers

Led by the inimitable Datuk Dr Abdul Raman Saad, Abdul Raman Saad & Associates (more popularly known as ARSA Lawyers) is commended by peers and clients for its corporate M&A practice. Celebrating 30 years of practice, the firm held a brand launching ceremony (for the ARSA Lawyers brand) on August 3 2009 for which the Honourable Deputy Prime Minister, Tan Sri Dato Muhiyiddin Yasin provided a keynote address.

Cheah Teh & Su

A mid-sized firm with 11 partners, Cheah Teh & Su was established 20 years earlier in 1989 and specialises in litigation and corporate work. In addition to alternative dispute resolution, its litigation department is divided into two groups: corporate litigation and contentious disputes. Under the former category the team has handled numerous cases involving bank recoveries, fraud investigations, white-collar crime, employment disputes, minority shareholder actions, insolvencies, insurance disputes, trade finance disputes, property contracts, partnership disputes and commercial issues. Contentious disputes includes land-based litigation, commercial contracts, banking, insolvency and employment disputes, defamation, breach of confidence, contempt and IP. The firm’s corporate offering handles MBOs, M&As, joint ventures, new business start-ups, venture capital and general corporate advice.

Naqiz & Partners

The corporate M&A practice at Naqiz & Partners is jointly led by managing partner Syed Naqiz Shahabuddin and deputy managing partner Tan Hon Yik. Providing a broad client base with a very personalised approach, and a flexible fee structure, the firm has worked on a number of automotive deals, and has access to a growing clientele investing into Indonesia in the oil, gas and plantation sectors. For example, the firm advised Mamee-Double Decker (M) Berhad on its 60% acquisition of an Indonesian oil palm plantation company. The deal closed in August 2009, which was just one month after the firm launched Jakarta member firm Bastaman Enrico as part of a strategy of establishing ‘best friends’ around the region.