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

Despite the retirement this year of M&A heavyweight Philip Rapp, Clifford Chance remains a major player in the corporate/M&A space. This is thanks in part to the addition of widely respected specialist Simon Clinton, who relocated from Dubai in January 2011.

Headed up by Clinton, the 10 member team dedicated to corporate, M&A and private equity work churned out several significant transactions this year. In one particularly notable deal, partner Lee Taylor advised Mitsui & Co regarding a US$225 million joint venture with Singaporean company Hyflux.

Senior associates Melissa Ng and Satbir Walia also advised Philip Morris in the restructuring of its Vietnam operations due to legislative changes regarding foreign-owned tobacco distribution companies in Vietnam. In response to this law, Philip Morris began a joint venture with Vietnam National Tobacco to ensure the distribution of its products in Vietnam.

In another highlight, Taylor headed a team advising Maxis Communications Berhad on the restructuring of its joint investment with Saudi Telecom in Indonesian mobile operator Natrindo Telepon Seluler.

Clients speak highly of Taylor’s ability to handle such challenges, with one describing him as being “very accessible, accommodating and responsive to our group’s issues and requirements”.

With renowned M&A lawyer Stuart Bedford at the helm, Linklaters Allen & Gledhill’s Corporate/M&A practice continues to impress with its work on public takeovers, complex multi-jurisdictional deals, joint ventures, disposals and corporate restructurings in Singapore and Southeast Asia.

A highlight transaction in the Malaysian healthcare industry this year was Mitsui & Co’s acquisition of a 30% stake in Integrated Healthcare Holdings, which has investment holdings in Singapore’s largest hospital group.

The firm also continued to take advantage of growing opportunities in the Indonesian M&A space, consolidating on progress made in the region in 2010 through a number of significant deals.

In one transaction, Bedford, along with partner John Lane, advised Indonesia’s Vallar regarding acquiring shares in two IDX-listed companies – Bumi Resources and Berau Coal Energy – in two separate transactions worth US$3 billion in total.

Clients expect the team’s efforts in the region to progress further this year, with the promotion of fluent Indonesian speaker and writer, and cross border M&A specialist, Sophie Mathur, in May 2011.

Bedford remains highly regarded, with one client saying: “He listens so that he knows what the client needs and he is able to assist in structuring appropriate deals.”

Riding on Asia’s buoyancy for inbound and outbound transactions, Allen & Overy’s team performed well this year.

Partner Christopher Moore represented Khaznah Nasional Berhad in the formation of a joint venture with Camco International, which is a clean energy producer listed on LSE’s Alternative Investment Market. The two companies engaged in a cross border M&A transaction to develop clean energy projects and carbon credit development in Southeast Asia.

Moore, banking partner John Richards, and London based partner Richard Hugh, advised Credit Suisse in a reverse takeover that created a London listed resources company Vallar. It acquired shares in Bumi Resources and Berau Coal Energy for a combined total of US$3 billion with the goal of creating a globally-recognised mining company.

Consultant Ban Leong Oo continues to impress. “He has come up with practical and creative solutions to complex problems in some very difficult jurisdictions,” says one client, while another describes him as “very thorough” and “responsive”. “He covers all possible legal and commercial angles when he looks at a problem and he meets tight deadlines. I’ve been very pleased,” adds the client.

Latham & Watkins retained its position as a go-to firm for complex inbound and outbound investments in Indonesia and Singapore this year. Led by well regarded Indonesia expert Mark Nelson, and partner Michael Sturrock, the team advised on a string of significant cross border transactions involving parties in Singapore, Indonesia as well as India, Malaysia, the Philippines, the UK and the US.

In one notable transaction, Nelson together with Hong Kong based partner Tim Gardner, advised Indonesian manufacturer Megasari Makmur Group on its acquisition by Godrej Consumer Products.

The deal, which closed in May 2010, marked the first acquisition by an Indian public company in the Indonesian consumer sector and was one of the largest ever acquisitions by an Indian company in Indonesia.

In another highlight deal, Sturrock together with partners Rajiv Gupta, Min Yee Ng and David Miles advised Vedanta Resources in the securing of US$6.5 billion in debt financing from a consortium that included Barclays Capital, Goldman Sachs and JPMorgan Chase.

Sturrock also represented Singapore Technology Telemedia in the US$3 billion acquisition of Global Crossing by Level 3 Communications. Singapore Technology Telemedia was the largest shareholder of Global Crossing. The combined company will now own fibre optic networks over three continents.

Clients praise Sturrock’s practical and helpful approach to problem solving.

Under the leadership of respected partners David Zemans, Jacqueline Chan and Ee-Ing Ong, Milbank has retained its standing in the M&A and private equity space.

Demonstrating its increasing efforts in the energy sector, Zemans, Chan and Ong led a team advising Indonesian energy company Samudra Energy in a complicated M&A transaction worth US$35.5 million. The company acquired a 20% interest in a production sharing contract for a production block in East Java. The firm also assisted Samudra Energy in obtaining a US$35.5 million senior secured, revolving and amortising borrowing base loan facility.

Zemans, along with partners Giles Kennedy and Tim Mackey, also represented Indies Capital Partners regarding refinancing a US$17 million bridge facility. The funds created by the refinancing will then be used for the acquisition of Raja Kutai Makmur Baru, an Indonesian coal mine.

Headed up by “superb” private equity partner Ai Ai Wong, Bakers’ 23 lawyer team handles work across the Middle East, India and Indonesia.

Significant transactions this year include advising Bank Permata on its acquisition of GE Capital’s multi-finance and credit card business in Indonesia. The transaction involved obtaining a number of key regulatory consents, including those of Bank Indonesia and Indonesian capital markets regulator Bapepam. The firm also advised advised Kirin Holdings on the acquisition of 14.7% of shares in Fraser and Neave from Seletar Investments, a wholly owned subsidiary of Temasek Holdings. The total acquisition value amounted to S$1.34 billion, making it one of the largest acquisitions in Singapore in 2010.

Already housing of the larger and more established international teams in the region, Herbert Smith further bolstered its Southeast Asia practice this year with the addition of corporate associate Anna Morgan from Berwin Leighton Paisner and the relocation of senior associate Tom Platts from London.

Led by widely respected corporate lawyer and office managing partner Austin Sweeney, and partner Veronica O’Shea, the team focuses on energy and natural resources and has particularly strong experience on investment in, and outbound work from, Indonesia and Malaysia.

In one notable deal this year, O’Shea led a team of advisers assisting Rio Tinto in relation to the acquisition of an interest in the Sulawesi Nickel Project in Indonesia by Sherritt International by way of an earn-in and shareholders agreement.

The transaction involved marrying corporate Singapore law concepts and corporate structures to the commercial framework agreed between the parties and the underlying Indonesian project.

Led by private equity partner Stephanie Keen, Hogan Lovells Lee & Lee has been involved on several high profile transactions this year.

In one significant mandate, Keen together with partner Brad Roach, led a team advising Medco Energi Internasional on the US$2.8 billion Donggi-Senoro LNG Project in Central Sulawesi, Indonesia. As the first joint LNG project between Japan, Korea and Indonesia, this was a particularly complex transaction and involved the establishment of gas sales agreements that were robust enough to allow the project to seek to raise limited recourse financing. No other Indonesian LNG projects had been structured in this way.

This year, the firm also expanded its private equity practice to cover fund formation advice in addition to transactional matters.

“Lawyers in Norton Rose’s corporate practice work to find the right solution and deal with any obstacles in a constructive manner,” claims one client.

Clients consider partner Adam Summerly’s expertise particularly praiseworthy. “He is a responsive, measured and technically astute lawyer, with good negotiation and problem solving skills,” says one.

This year has been a period of growth for the practice, with the promotion of dual qualified Daniel Yong to partner this year and the addition of associates Vanessa Chew and Si Xuan Cai.

In several laudable accomplishments, a team led by Jake Robson in Singapore and Martin Scott in London advised longstanding client AXA SA on its acquisition of the Asian businesses of AXA Asia Pacific Holdings, AXA SA’s former non wholly owned subsidiary that was separately listed on the ASX.

Shearman & Sterling’s M&A team “thinks outside the box”, says one client.

It has certainly been a strong year for the practice, with the firm advising on a number of high profile and innovative deals. These include Tiger Group Investments’ US$5 billion joint venture with The Carlyle Group and AES’s sale of 30% of its interests in the Mong Duong 2 Power Project.

Clients speak highly of M&A associate Shirin Tang, who relocated from the firm’s New York office in April 2010. One satisfied client describes her as “excellent, to the point, and business minded”. “Her drafting was amazing,” adds another. “She is not a partner yet but I’m sure she will be soon.”

The team was also boosted by the arrival of M&A specialist Tiffany Hill in March 2011. This year, Hill assisted Bally in its acquisition of 80% of the shares of Bally Japan.

Tang’s recent experience includes representation of sanofi-aventis in the US$521 million acquisition of BMP Sunstone. She also advised Saudi Basic Industries in its acquisition of the GE Plastics business division of General Electric, and Industry Funds Management in its acquisition of CITGO Petroleum’s 15.8% interest in Colonial Pipeline.

Other notable contacts in the team include Singapore office managing partner Bill McCormack, M&A partners Greg Puff and Paul Strecker, who split their time between Singapore and Hong Kong, and Singapore partner Sanja (Sonny) Udovicic.

Under the guidance of widely respected M&A lawyers William Kirschner and Charlie Wilson, White & Case’s 13-lawyer corporate/M&A team specialises in complex, cross border work across the Southeast Asia region.

In one significant transaction, Kirschner, together with Moscow-based energy and utilities partner Igor Ostapets, advised TNK-BP in its US$1.8 billion acquisition of BP’s upstream and pipeline assets in Vietnam and Venezuela. This was BP’s largest asset sale post the Gulf of Mexico oil spill, and one of the largest transactions in the international energy markets post crisis.