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.
Mergers and Acquisitions
Public take-overs include:
- Acting 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, will be expected to create Singapore's fourth largest industrial REIT, with approximately S$3 billion in combined assets.
- 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 Rotary Engineering Limited in connection with the proposed voluntary delisting from Official List of the Singapore Exchange Securities Trading Limited 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.
- Acted for Nomura Singapore Limited, being the Singapore financial advisers to GlobalWafers Co., Ltd., in connection with the proposed acquisition by GlobalWafers of SunEdison Semiconductor Co., Ltd. by way of a scheme of arrangement, for approximately US$683 million.
- Acted for MIRAIT Holdings Corporation in its acquisition of Lantrovision (S) Ltd. by way of a scheme of arrangement, for approximately S$175.3 million.
- Acted for the vendors, Standard Chartered Private Equity Limited and Metcomp Group Holdings, an affiliate of CVC Capital Partners, in relation to the pre-conditional voluntary general offer by Slater Pte. Limited, a wholly-owned subsidiary of The Baring Asia Private Equity Fund VI, for all the shares in the capital of Interplex Holdings Ltd., for approximately S$450 million.
- Acted for PT Indofood Sukses Makmur Tbk, in relation to the mandatory conditional cash offer by PT Indofood for all the shares in the capital of China Minzhong Food Corporation Limited, valuing China Minzhong at S$734 million.
- Acted for STX OSV Holdings Limited (now known as Vard Holdings Limited), in connection with the pre-conditional mandatory cash offer by Fincantieri Oil & Gas S.p.A., a direct wholly-owned subsidiary of Fincantieri – Cantieri Navali Italiani S.p.A., for all the shares in the capital of STX OSV, valuing STX OSV at S$1.4 billion.
- Acted for Leeden Limited in the voluntary delisting of Leeden from the SGX-ST in connection with the exit offer by Taiyo Nippon Sanso Singapore Pte. Ltd., a wholly-owned subsidiary of Taiyo Nippon Sanso Corporation, to acquire all the shares in the capital of Leeden.
- Acted for Baring Private Equity Asia Pte. Ltd., a significant selling shareholder in Hsu Fu Chi International Limited in relation to the acquisition by Nestlé S.A. of Hsu Fu Chi International Limited by way of a scheme of arrangement, for approximately S$2.1 billion. This deal was awarded the "IPP Financial Advisers Pte Ltd Award Singapore M&A Deal of the Year" at the ALB SE Asia Law Awards in 2012 and it is also one of Asian-Mena Counsel's "Deals of the Year" for 2012.
- Acted for Design Studio Furniture Manufacturer Ltd. in relation to the voluntary conditional cash offer that converted into a mandatory cash offer by Depa Interiors LLC, a wholly-owned subsidiary of Depa Limited, for all shares in the capital of Design Studio.
Private M&A transactions (both cross-border and local) include:
- 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.
- Acted for CLSA Capital Partners in relation to its investment in the PT Arena Gourmet group, which operates a chain of casual dining restaurants in Indonesia.
- Acted for Daisho Development Singapore Pte. Ltd., a wholly-owned subsidiary of Daisho Co., Ltd., in its acquisition of The Westin Singapore hotel business, for approximately S$468 million.
- Acted for L Capital Asia, the Asian private equity arm of LVMH Moet Hennessy Louis Vuitton, in the acquisition of a 51% stake in the Ku Dé Ta group (now known as Cé La Vi).
- Acted for Tiger Airways Holdings Limited in respect of the sale of its 40% stake in Southeast Asian Airlines (SEAir), Inc. to Cebu Air.
- Acted for Tiger Airways Holdings Limited on the Singapore law aspects of the sale of its entire 40% shareholding interest in its Australian subsidiary, Tiger Airways Australia Pty Ltd. to Virgin Australia Holdings Limited.
- Acted for Tiger Airways Holdings Limited in respect of the acquisition of a 40% voting interest in South East Asian Airlines (SEAir), Inc..
- Acted for CapitaLand Limited in the acquisition of 40% of Surbana Corporation Pte. Ltd. from Temasek Holdings (Private) Limited, for a total cash consideration of S$360 million.
- Acted for OKP Land Pte. Ltd., a wholly-owned subsidiary of OKP Holdings Limited, in its investment of approximately 10% of CS Land Properties Pte. Ltd., a subsidiary of China Sonangol Land Pte. Ltd., which undertook the enbloc purchase of Amber Towers, a freehold development in Singapore.
- Acted for the Singapore Exchange Securities Trading Limited in its collaboration with Clearbridge Accelerator Pte. Ltd. to develop and grow a capital-raising platform for entrepreneurs and small and medium-sized enterprises.
Joint venture transactions include:
- Acted for Temasek Holdings (Private) Limited in relation to its joint venture with Infosys Consulting Pte. Ltd. in Tusted Source Pte Ltd.
- Acting for Nanshan Group Singapore Co. Pte. Ltd. in its joint venture with Logan Property (Singapore) Company Pte. Limited, a wholly owned subsidary 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