Favian is experienced in local and cross-border corporate transactions involving both private and public listed companies, including share and asset acquisitions and disposals, privatisations, joint ventures and private equity investments, as well as advising on general corporate and commerical matters.
Favian has been recognised in Singapore Business Review’s 2017 list of most influential lawyers aged 40 and under.
Mergers and Acquisitions
Private M&A transactions (both cross-border and local) include:
- Acted for Japfa Ltd in its disposal of 80% of its “Greenfields” dairy business, to Freshness Ltd, which is owed by affiliates of TPG and Northstar Group for an aggregate consideration of USD295 million, comprising a cash component of USD236 million and a share component comprising shares amounting to 20% of the share capital of Freshness Ltd.
- Acted as lead transaction counsel to PSA Marine (Pte) Ltd in its acquisition of 100% of the stake in Tramarsa Flota S.A. and its subsidiaries from the sellers, Inversiones Piuranas S.A. and Grupo Piurano de Inversiones S.A. This deal marked PSA's first overseas investment in Peru.
- Acted for Gaw Capital Partners on the approximately S$1.6 billion (US$1.16b) acquisition by a consortium, comprising of Gaw Capital Partners and Allianz Real Estate, of DUO Tower and DUO Galleria, a mixed-use development in Singapore, via the purchase of all the shares in Ophir-Rochor Commercial, the owner of DUO Tower and DUO Galleria.
- Acted for the vendor in the disposal of its entire issued and paid up share capital of Robson (CP) Investment Private Limited, the registered proprietor of the property situated at 61 Robinson Road, Robinson Centre, Singapore 068893, to a fund managed by ARA Asset Management Limited.
- Acted for Japfa Ltd. in its acquisition of the remaining shareholding interest in Austasia Investment Holdings Pte. Ltd. and AIH2 Pte. Ltd., from Black River Funds managed by Proterra Investment Partners LP, for an aggregate consideration of approximately US$263.1 million.
- Acted for PT Indofood Sukses Makmur Tbk in connection with its sale of an approximately 29.94% shareholding interest in China Minzhong Food Corporation Limited, a public company previously listed on the SGX-ST, for approximately S$235.5 million.
- Acted for an affiliate of Kohlberg Kravis Roberts & Co. L.P., in connection with its investment of an approximately 10.44% shareholding interest in PT Japfa Comfeed Indonesia Tbk, an Indonesian company listed on the Indonesia Stock Exchange, for an aggregate consideration of approximately US$81.2 million.
- Acted for StarChase Motorsports (Singapore) Pte. Ltd., a related company of the Samling group of companies, in relation to the acquisition of the automotive business of WBL Corporation Limited, for approximately S$455 million.
- Acted for Cargill Tropical Palm Holdings Pte. Ltd. in the acquisition of the Poliplant Group's palm plantation business in West Kalimantan, Indonesia.
Public take-overs include:
- Acting for SB REIT Management Pte. Ltd. (as manager of Soilbuild Business Space REIT) in the proposed acquisition of all the issued units in Soilbuild Business Space REIT by way of a trust scheme of arrangement by Clay Holdings III Limited, an entity which is indirectly owned by the Chairman of the Soilbuild Group, and Blackstone Real Estate. The acquisition values Soilbuild Business Space REIT at approximately S$700 million.
- Acted for the managers of OUE Hospitality Trust on the merger of OUE Commercial Real Estate Investment Trust and OUE Hospitality Trust by way of a trust scheme of arrangement in compliance with the Singapore Code on Take-overs and Mergers. The merger was at that time the largest merger between two real estate investment trusts/stapled trusts in Singapore. Following the completion of the merger, the enlarged REIT has become one of the largest diversified Singapore-listed REITs, with an overall asset size of approximately S$6.8 billion.
- Acted for Singapore Press Holdings Limited in its collaboration with Keppel Corporation Limited in the pre-conditional voluntary general offer by Konnectivity Pte. Ltd., a special purpose vehicle which is jointly held by Keppel and SPH, for M1 Limited. Based on the offer consideration of S$2.06 per M1 share, the offer values M1 Limited at approximately S$1.9 billion.
- Acted for Viva Industrial Trust Management Pte. Ltd. (Manager of Viva Industrial Real Estate Investment Trust) and Viva Industrial Business Trust (Trustee Manager of Viva Industrial Business Trust) on the proposed merger of ESR-REIT and Viva Industrial Trust (a stapled trust comprising Viva Industrial Real Estate Investment Trust and Viva Industrial Business Trust) by way of a trust scheme of arrangement. The scheme consideration, which is payable in cash and new ESR-REIT units, values Viva Industrial Trust at S$936.7 million. The proposed merger, a first in Singapore between two REITs, created Singapore's fourth largest industrial REIT, with approximately S$3 billion in combined assets. This landmark deal won M&A Deal of the Year at the 2019 Asian Legal Business SE Asia Law Awards 2019.
- Acted for Perpetual (Asia) Limited (in its capacity as trustee of Ascendas Hospitality Real Estate Investment Trust) on the proposed combination of Ascott Residence Trust and Ascendas Hospitality Trust. The combination was effected through the acquisition by Ascott Residence Trust of all the issued and paid-up stapled units in Ascendas Hospitality Trust by way of a trust scheme of arrangement. The total deal value is approximately S$1.24 billion.
- Acted for Oversea-Chinese Banking Corporation Limited, being the financier adviser to THSC Investments Pte. Ltd., in the pre-conditional voluntary conditional cash offer by THSC Investments Pte. Ltd. for Tat Hong Holdings Limited. Based on the offer consideration of S$0.55 per share, the offer values Tat Hong Holdings Limited at approximately S$414 million.
- Acted for GIC Private Limited, which is the single largest shareholder of Global Logistic Properties Limited, in the proposed acquisition of all the issued ordinary shares in the capital of GLP by Nesta Investment Holdings Limited by way of a scheme of arrangement. Based on the scheme consideration of S$3.38 per GLP share, the scheme values GLP at approximately S$16 billion and was reported that the proposed acquisition was at that time the largest-ever private equity buyout of an Asian company. This landmark deal is one of the winning deals at The Asia Legal Awards 2018, winning the "M&A Deal of the Year" for South East Asia, clinching the "M&A Deal of the Year (Premium)" award at the Asian Legal Business: SE Asia Law Awards 2018, as well as winning the "Best Cross-border M&A Deal" award at the FinanceAsia China Awards 2018.
- Acted for Indofood Sukses Makmur on the S$390.9 million (US$287m) voluntary conditional cash offer to for Indofood Agri Resources.
- Acted for Rotary Engineering Limited in connection with the proposed voluntary delisting and the exit offer by DBS Bank Ltd., for and on behalf of OROCHEM Pte. Ltd. for the shares in Rotary. The transaction values Rotary at S$261 million.
- Acted for Sigurd Microelectronics Corporation in the voluntary general offer by SAC Capital Private Limited, for and on behalf of the Offeror, to acquire all the issued and paid-up ordinary shares in the capital of Bloomeria Limited. Based on the offer price of S$0.03349 or US$0.02460 per Share, the transaction values the Company at approximately S$73.8 million.
- Acted for the financial advisers to CMA CGM S.A., namely BNP Paribas, Singapore Branch, The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch, and J.P. Morgan (S.E.A.) Limited, in connection with the pre-conditional voluntary general offer by CMA-CGM S.A. for all the shares in the capital of Neptune Orient Lines Limited, for approximately S$3.4 billion.
Joint venture transactions include:
- Acted for M1 Limited in its joint venture with StarHub Mobile Pte Ltd to develop and operate the 5G network in Singapore.
- Acted for Temasek Holdings (Private) Limited in its information technology and cloud joint venture with Infosys Limited, a company listed on the Bombay Stock Exchange and headquartered in India.
- Acting for Nanshan Group Singapore Co. Pte. Ltd. in its joint venture with Logan Property (Singapore) Company Pte. Limited, a wholly owned subsidiary of Hong Kong listed Logan Property Holdings, in relation to their joint bid of over S$1 billion dollars for the development of a 99 year leasehold site located at Stirling Road.
- Acted for Scoot Pte. Ltd., a wholly-owned subsidiary of Singapore Airlines Limited, in its joint venture with Nok Mangkang Co., Ltd., a special purpose vehicle set up by Nok Airlines Public Company Limited, and Pueannammitr Co., Ltd., in connection with the establishment of a low cost carrier based in Bangkok, Thailand.
- Acted for International Group of Entrepreneur Co., Ltd., in its joint venture with Daewoo International Corporation, for the construction of the Daewoo Amara Lotte hotel in Yangon, Myanmar.
- Acted for Pan-United Corporation Ltd in a joint venture with Itochu Corporation, Itochu Singapore Pte. Ltd. and Ube Industries Ltd. to establish a joint-venture company, Raffles Cement Pte. Ltd., for the purposes of the development, construction and operations of cement terminals in Jurong Port.
- Acted for Singapore-Sichuan Investment Holdings Pte. Ltd. (a consortium comprising of Sembcorp Development Ltd. and certain subsidiaries of Temasek Holdings (Private) Limited) in its proposed development of Singapore-Sichuan Hi-Tech Innovation Park located in the Chengdu Hi-tech Zone’s south park within the Chengdu-Chongqing Economic Zone in the PRC with a total estimated investment of RMB 20 billion.
- Acted for Olam International Limited in relation to a joint venture with the government of the Republic of Gabon to jointly invest in Olam Fertiliser Gabon SA, for the purpose of undertaking a project to construct a port-based ammonia-urea fertiliser complex in Gabon for a total investment of approximately US$1.3 billion.
- Acted for CapitaLand Commercial Limited in relation to the joint venture with Hersing Corporation Pte. Ltd., to own, expand and develop the self-storage business under the "StorHub" brand.
Memberships / Directorships
- Member, Singapore Academy of Law
- Member, Law Society of Singapore
- Facilitator for the Preparatory Course leading to Part B of the Singapore Bar Examinations
- Co-Author, Chambers Corporate M&A 2020 Guide – Singapore Chapter
- Co-Author, Chambers Corporate M&A 2021 Guide – Singapore Chapter