Hiroyuki is a foreign attorney and a part of the Japan Desk and Myanmar Practice at Rajah & Tann Singapore. He has an LLM from Columbia Law School and is qualified to practise in Japan, New York and Singapore (Foreign Practitioner Certificate).
Hiroyuki started his career in a well-established law firm in Japan, and joined Rajah & Tann in September 2014. His work in Myanmar has earned him well-deserved recognition as a “Highly Regarded” lawyer by IFLR1000.
He has a wide range of experience in assisting Japanese multinational corporations in entering into the Southeast Asian market, which includes countries such as Singapore, Myanmar, Malaysia, Thailand, India, Philippines and Vietnam, and has a deep understanding of the region. His experience includes mergers and acquisitions, issuance of bonds, corporate restructuring and providing corporate and regulatory advice.
EXPERIENCE
Mergers & Acquisitions / Joint Ventures / Investment Projects
- Advised a listed Japanese company on its divestment of its subsidiary in the business of manufacturing and assembling of electronic parts in Malaysia. Our role involved drafting, reviewing and negotiating the Share Purchase Agreement and its ancillary documents, and assisting with completion.
- Advised a company listed on the Singapore Exchange on its divestment of its subsidiary that operates a power plant in Myanmar. Our role involved structuring of the transaction, drafting, reviewing and negotiating the Share Purchase Agreement and its ancillary documents, and assisting with completion.
- Advised a listed Japanese insurance company on its acquisition of a significant stake in one of the top three insurance companies in Myanmar. Our role involved drafting and negotiating 22 definitive documents, including the Investment Agreement, Business Transfer Agreement and Shareholders Agreement, as well as assisting with completion of the transaction (including obtaining regulatory approval from the Financial Regulatory Department of Myanmar).
- Advised the largest confectionery company in Myanmar on the disposal of their 80% interest to a Korean conglomerate and assisted in structuring the overall transaction, drafting, revising and negotiating the Share Purchase Agreements and Shareholders’ Agreement, and assisting with completion of the transaction (including obtaining regulatory approvals from the Myanmar regulatory authorities).
- Advised the world’s largest Myanmar-focused private equity fund with its significant minority investment into a leading Internet service provider in Myanmar. Our role involved conducting due diligence, reviewing, revising and negotiating the Investment Agreement and assisting with completion.
- Advised the second largest supermarket / hypermarket operator in Myanmar with its joint venture with a Japanese mall operator for the operation of supermarkets in Myanmar. Our role entailed, drafting, revising and negotiating the Joint Venture Agreement, Comprehensive Lease Agreement and Business Transfer Agreement, and assisting with completion of the transaction.
- Advised a major Japanese financial services company on its establishment of a venture capital fund with Malaysian Government.
- Assisted a listed Japanese manufacturer on its joint venture with the New Energy and Industrial Technology Development Organization (NEDO), a Japanese governmental investment body and reviewing, revising and negotiating the Investment Agreement, Business Transfer Agreement, Service Agreements and assisting with completion of the transaction.
- Advised a listed Japanese chemical manufacturing company on its acquisition of a business in Germany from US major chemical company and overseeing the due diligence, drafting, revising and negotiating the Share Transfer Agreement, Business Transfer Agreement, Fuel Supply Agreement, Manufacturing Service agreements and assisting with the completion of the transaction.
- Advised a listed Japanese steel manufacturer on its tri-party joint venture with a Japanese trading house (Sogo Shosha) and major conglomerate in India and overseeing the due diligence, drafting, revising and negotiating the Share Subscription Agreement, Business Transfer Agreement, Shareholders’ Agreement and Technical Assistance Agreement, and assisting with completion of the transaction.
- Advised a listed Japanese textile company with its acquisition of a company in Malaysia.
- Advised a listed Japanese textile company with its divestment of its business in Thailand.
Real Estate / Infrastructure
- Advised a consortium of a Japanese construction company, a listed real estate developer and a Japanese government infrastructure investment fund, on its approximately US$300 million real estate development project in Yangon, Myanmar, including drafting and negotiating the transaction documents (including the Joint Venture Agreement, finance documents and service agreements) as well as assisted with completion (including obtaining regulatory approval from the Myanmar Investment Commission).
- Advised the Yangon Regional Government on its potential joint venture with:
a major conglomerate of Malaysia, for the development of low-cost housing, medium cost housing, luxury housing and commercial and industrial developments, including amenities and infrastructure of the surrounding areas; and
a leading Thai industrial city developer, to develop a smart eco city in the northern part of Yangon, Myanmar.
- Advised a Chinese state-owned investment company on the development of a special economic zone in western Myanmar. The special economic zone will comprise a deep sea port, industrial park and integrated residential area, spanning a total of over 1,600 hectares.
- Advised a Japanese company on its investment, development and construction of a biomass power plant project in Myanmar. Our role included drafting and negotiating the transaction documents (including the Joint Venture Agreement, EPC Agreement, Fuel Supply Agreement and Power Purchase Agreement) and assisting with completion.
- Advised the consortium that won the tender for the redevelopment of the Yangon Central Station spanning a total of over 63 acres.
- Advised an Indonesian petroleum company with its tender for the privatisation of the Myanmar government’s oil and gas retail business in Myanmar.
- Advised a Chinese state-owned insurance company on assessing the insurability of a coal power plant in Myanmar.
- Acted as the underwriter’s counsel for the W&I insurance for the sale of the leading independent telecommunications tower company in Myanmar owning close to 4,000 towers across the country.
- Advised a Qatari multinational telecommunications company with its divestment of one of the four major telecommunication service business in Myanmar.
- Advised a Myanmar conglomerate on its acquisition of the company holding the concession rights to manage and operate Myanmar’s main aviation fuel terminal and undertakes the import and distribution of aviation fuel.
- Advised an infrastructure company, which specialises in origination, development and financing of infrastructure projects, with its the joint development project for wind power farms at four distinct locations within the Magway region of Myanmar.
Finance
- Advised a Japanese insurance company operating in Myanmar on its bancassurance with two major banks in Myanmar, including the largest bank in Myanmar.
- Advised a Japanese insurance company operating in Myanmar on its corporate agency arrangement with the largest internet service provider in Myanmar.
- Advised a Japanese mega bank on its finance transaction in Myanmar with a listed Japanese construction company in relation to its approx. US$600 million real estate development project in Myanmar.
- Advised a Japanese mega bank on its US$30 million finance transaction in Myanmar with a leading fortune Global 500 Singapore Agri company.
- Advised a Japanese mega bank on its US$25 million financing transaction with a Thai-based public company that engages in the manufacturing and distribution of consumer products, including nonalcoholic beverages.
- Advised a Japanese mega bank on its US$25 million financing transaction with a Swiss multinational food and beverage processing and manufacturing conglomerate.
- Advised a listed Japanese textile company with its issuance five billion yen worth of moving strike convertible bonds. Our role entailed advising on the overall scheme and structure, reviewing the issuance documents for the bonds, reviewing, revising and negotiating the investment agreement, and advising on the Securities Registration Statement and negotiating with the Kanto Finance Bureau.
MEMBERSHIPS / DIRECTORSHIPS
- Member, Japan Federation of Bar Associations
- Member, Osaka Bar Association
- Member, Japan Myanmar Association
- Member, American Bar Association and New York State Bar Association
- Member, Singapore Academy of Law
