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

Led by Andrew Lim and Lim Mei, Allen & Gledhill LLP’s 25-partner corporate M&A department is a dominant player in the market. This year, the team continued to set the benchmark for M&A work in the region through its involvement on some of the most challenging and high profile M&A transactions in Singapore.

Several noteworthy mandates saw the team feature in Mitsui & Co’s RM3.3 billion investment in Malaysian health care firm Integrated Healthcare Holdings and RBS’ divestment of its Asian retail and commercial businesses to ANZ Bank. The firm also advised Noble Group on Singapore law and SGX requirements in relation to a sale and purchase agreement with Gloucester Coal.

Clients laud the breadth and depth of the practice’s experience. Corporate and commercial co-head Lee Kim Shin is described by one as “very experienced” and “a skillful negotiator who strikes exactly the right balance for a senior M&A partner”. Another client spoke highly of corporate M&A partner Lim Chong Ying saying “she is exceptionally hard working and a very thoughtful and professional individual.”

Other notable names include “seasoned partner” Richard Young and Steven Seow. While “up and coming” partner Chiam Tao Koon is widely respected for his understanding of clients’ business needs.

WongPartnership’s corporate M&A practice is one of the largest in Singapore, comprising 60 fee earners and 20 partners.

Headed up by M&A specialist Wai King Ng and focusing on both domestic and the cross border corporate M&A work, the practice has worked on many big ticket transactions both locally and across the region this year.

Partners Eng Leng Ng and Liam Kheng Tay advised the controlling shareholders of Kim Eng Holdings on its acquisition by Malayan Banking Berhad’s subsidiary Aseam Credit.

Partners Andrew Ang and Linda Wee represented Parkway Holdings in relation to competing offers made by Khazanah Nasional Berhad and Fortis Group for the acquisition of the healthcare service provider.

Meanwhile, partners Kah Keong Low and Sin Wei Ong advised Asian Genco on its acquisition by a consortium of global investors, including Morgan Stanley Infrastructure Partners, General Atlantic, Goldman Sachs Investment Management, Norwest Venture Partners and Everstone Capital.

Vivien Yui, Mark Choy, Sing Yee Chan and Fi Ling Quak are other key contributors in this sector.

Drew & Napier’s corporate and finance department is described by one client as “both competent and professional”.

Under the guidance of recently-appointed group co-head Ralph Lim, and managing director Gary Pryke, the firm has developed a significant track record in both public and private M&A work in recent years.

One noteworthy transaction this year saw directors Julian Kwek and Pauline Chong head up a team advising Sawit Mas Group on the sale of its oleochemical plants to Bakrie Sumatera Plantations, and the sale of its palm oil plantations to a consortium of investors. The deal was completed in December 2010.

In another significant but unresolved case, Lim and director Benedict Teo are representing RBS and Macquarie Capital, who are acting as the joint financial advisers to RHC Healthcare, a vehicle created by RHC Holdings and Fortis Healthcare. RHC Healthcare offered to pay S$3.2 billion to acquire all issued shares in Parkway Holdings. However, Khazanah Nasional made a successful competing offer.

Clients praise Lim’s unique perspective when advising clients. It enables him to take a more holistic approach in structuring transactions and assisting clients to achieve their commercial objectives, says one.

Led by well regarded partners Chia Kim Huat and Goh Kian Hwee, Rajah & Tann’s 35 partner M&A team is respected for its experience in cross border transactions.

This year saw the firm, led by Hwee and partner Lawrence Tan, handle the exit of OCBC from Map Technology, an integrated data storage service provider. Map Technology voted to delist from the SGX-S, and OCBC offered S$74 million in shares for its exit offer.

Hwee also headed up a team of advisers to Gallant Venture on its acquisition of a strategic interest of US$1.3 billion of property in Lao Xi Men (LXM) Shanghai Property. The multi-jurisdictional deal involved counterparties across Singapore, China, Hong Kong, Indonesia and the British Virgin Islands. It was also a multi-tiered acquisition, involving the injection of intermediate holding companies of the LXM Shanghai Property into a special purpose vehicle, the acquisition of the stake in the SPV, and the acquisition of restructured loans.

Shook Lin & Bok’s standing in the M&A sector has gone from strength to strength, prompting a promotion this year from tier three to tier two.

This year, the firm demonstrated its growing prowess in the REIT space through a number of significant mandates.

One highlight saw corporate partner Nicholas Chong assisting HSBC Institutional Trust Services’ acquisitions of Starhill Gallery and Lot 10 Property from Mayban Trustees Berhad as trustee of Starhill REIT, which is one of the largest acquisitions by an S-REIT of real estate assets in Malaysia.

Chong also advised HSBC Institutional Trust Services on it’s A$114.5 million acquisition of David Jones Building from Centro through a special purpose unit trust known as ‘SG REIT (WA) Trust’ constituted in Victoria, Australia, as well as in the formation of SG REIT (WA) Trust. The deal was the first acquisition by an S‐REIT of real estate assets in Australia using the managed investment scheme structure.

Other names to note in this area include practice head David Chong, and partners Gwendolyn Gn and Bethia Su.

Stamford Law’s M&A team, led by senior director Suet Fern Lee, is comprised of 17 lawyers who focus solely on this sector and 15 lawyers who handle both capital markets and M&A work. It is a structure that works well for the firm, enabling it to retain its consistent standing in this space.

In one significant transaction this year, Lee, M&A director Min-tze Lean, and corporate finance director Joo Khin Ng, advised on the privitisation of KS Energy. The transaction involved two inter-conditional schemes of arrangement involving two listed companies on the SGX, namely Aqua-Terra Supply and SSH.

Lee, Ng, and M&A director Elizabeth Kong, are also advising NYSE listed Advantest, which specialises in producing automatic test equipment for the semiconductor industry, in its yet-to-be completed US$1.1 billion hostile takeover of Nasdaq-listed Verigy. The merger requires shareholder approval and must be sanctioned by a Singapore court.

Clients consider the firm’s ability to value-add especially noteworthy. Of Lee, one client says: “She is very good, knowledgeable, and able to find innovative solutions to overcome challenges and obstacles in the way of getting things done.”

Following a series of departures last year, Colin Ng & Partners bolstered its M&A team significantly this year with 12 new hires including partner Jimmy Yap and senior associates Ngiam May Ling and Wong Pei Ling.

Headed up managing partner Elaine Beh, the team is known for its work on reverse takeovers, and acquisitions and divestments involving listed companies in Japan, Indonesia and Malaysia.

In one notable transaction, managing partner and corporate finance co-head Tan Min-Li is leading a team acting for Singapore listed Japan Land on a proposed and complex acquisition from Kokusai Kogyo Group. This is of KKG’s entire interest in companies that own and operate European solar power plants.

Clients describe the team as being “very hands on”. One client holds Ong Wei Jin in high regard: “Whenever there were issues involved, I could give him a call and he would work to address them.”

Rodyk & Davidson’s M&A team “go the extra mile”, says one client. “We were short on resources, and it seconded someone to us,” says the client.

Clients speak highly of the team’s ability to manage relationships. “Good relationship management is all about understanding client-business relations,” says one. “They [the lawyers] meet us regularly to have an exchange of views over tea or lunch.”

This year, a firm team led by department co-head S Sivanesan assisted nine sellers, including venture capital firms Sofinnova Partners and Walden International, on a cross border M&A involving the sale of all their shares in Sprice Pte Ltd to Travelport (Bermuda).

Practice co-head Gerald Singham is another notable contributor in this space.

Clients describe TSMP Law Corporation’s M&A team as “highly professional yet very personal”.

In one noteworthy deal this year, joint managing partner and transactional head Stefanie Yuen Thio advised on the S$170m acquisition of a custom-built state-of-the-art data centre for Digital Realty Trust, a specialised data centre REIT listed in the US. The transaction involved many complex areas of insolvency and receivership law, and cross border financing elements.

Clients praised Thio’s ability to be “extremely responsive, knowledgeable and efficient, both in terms of turnaround time and value for money.”

ATMD Bird & Bird

While ATMD Bird & Bird is better known for its leading expertise in the IP space, the firm was mandated on several interesting transactions within the corporate/M&A sector this year.

These included advising the Dow Chemical on the Singapore aspects of a complex restructuring of a global joint venture, and Hong Kong listed Ming Hing Waterworks on its acquisition of a Mongolia based coal mining group consisting of seven companies incorporated in BVI, Singapore and Mongolia. The team is headed up by corporate specialist Susan de Silva.