Tricia Teo’s main areas of practice include equity capital markets transactions and mergers and acquisitions.
She has worked on various types of corporate transactions involving both private and public listed companies, including initial public offerings and listings on the SGX-ST and other recognised stock exchanges such as the NYSE, Nasdaq, and HKEx, asset and share disposals, domestic and cross-border mergers and acquisitions, joint ventures and investments, advising SGX-ST listed issuers on continuing obligations as well as other general advisory work.
Noteworthy transactions which she has advised on include the first competing takeover by way of a competing scheme of arrangement in Singapore as well as the business combination of VinFast Auto Ltd. with Black Spade Acquisition Co. (a special purpose acquisition company) and the listing of VinFast Auto Ltd. on Nasdaq – which is the biggest Vietnamese M&A transaction since records began in 1980.
EXPERIENCE
Equity Capital Markets - Listings and other corporate actions
- Advised VinFast Auto Ltd. in respect of its business combination with Black Spade Acquisition Co. (NYSE: BSAQ), a special purpose acquisition company (SPAC) which valued VinFast Auto Ltd. at approximately US$23.0 billion, and the listing of VinFast Auto Ltd. on The Nasdaq Stock Exchange following completion of the business combination. The transaction is the biggest Vietnamese M&A transaction since records began in 1980, and the largest M&A in Asia in 2023 so far.
- Acted for Winking Studios Limited, Asia’s third largest game art sourcing studio, in its listing on the Catalist Board of the Singapore Exchange (SGX-ST). This is the first game art outsourcing studio to be listed on the Catalist Board.
- Acted for Mobile Credit Payment Pte. Ltd. in its proposed listing on the Catalist Board of the SGX-ST by way of a reverse takeover of Artivision Technologies Ltd..
- Acted for Davis Commodities Limited in the initial public offering of shares by Davis Commodities Limited and its listing on the NASDAQ Capital Market.
- Acted for Republic Healthcare Limited, in its HK$312 million initial public offering and listing on the GEM of The Hong Kong Stock Exchange Limited.
- Acted for RMH Holdings Limited, in its HK$72 million initial public offering and listing on the GEM of The Hong Kong Stock Exchange Limited.
- Advised Viking Offshore and Marine Limited, which is listed on the Catalist Board of the SGX-ST, in its S$5 million placement of shares in connection with a restructuring proposal.
- Advised United Overseas Insurance Limited, which is listed on the Main Board of the SGX-ST, in its S$52 million acquisition of the property situated at 146 Robinson Road, Singapore from United Overseas Bank Limited as an interested person transaction.
- Advised TEE International Limited, which is listed on the Main Board of the SGX-ST, in its strategic review of investment in its subsidiary TEE Land Limited, which is also listed on the Main Board of the SGX-ST, and potential disposal of its shares in TEE Land Limited.
- Advised Yingli International Real Estate Limited, which is listed on the Main Board of the SGX-ST, as Singapore counsel in relation to the application of Chapter 10 of the Listing Manual of the SGX-ST to its disposal of a subsidiary which owns a real estate project under development in Chongqing and of land development rights.
- Advised HG Metal Manufacturing Limited, which is listed on the Main Board of the SGX-ST, in its capital reduction exercise to write off accumulated losses of S$68.18 million and cash distribution of S$13.38 surplus cash to its shareholders.
- Advised CITIC Envirotech Ltd., which was then listed on the Main Board of the SGX-ST, in its interested person transactions entered into with CITIC Finance Company Limited.
Mergers & Acquisitions
- Advised Bridgetown 2 Holdings Limited, a special purpose acquisition company (SPAC) formed by Pacific Century Group and Thiel Capital LLC, in respect of its proposed merger with PropertyGuru Pte. Ltd. into a combined company with an equity value of approximately US$1.78 billion and the proposed listing of the combined company on the New York Stock Exchange.
- Acted for Cuscaden Peak Pte. Ltd., a company formed by a consortium of investors comprising Hotel Properties Limited, CLA Real Estate Holdings Pte Ltd and Mapletree Investments Pte Ltd, for the purposes of undertaking a proposed acquisition for all the issued ordinary shares in the capital of Singapore Press Holdings Limited (“SPH”) by way of a scheme of arrangement, that values SPH at up to approximately S$3.9 billion. This transaction marks the first competing takeover for a company listed on the SGX-ST by way of competing schemes of arrangement.
- Acted for China Maple Leaf Educational Systems Limited, which is listed on the Mainboard of The Stock Exchange of Hong Kong Limited, as Singapore counsel in the proposed S$680 million acquisition by Maple Leaf CIS Holdings Pte. Limited of 100% of the shares of Star Readers Pte. Ltd. which operates the Canadian International School in Singapore, from Rainbow Readers Pte. Ltd. in two tranches.
- Acted for Mark Wee Liang Yee in his S$5.6 million acquisition of shares in Blumont Group Ltd. which is listed on the Main Board of the Singapore Exchange Securities Trading Limited (“SGX-ST”) and his S$11.3 million mandatory unconditional offer for the shares of Blumont Group Ltd..
- Acted for Superior Partners Limited in its S$21.2 million voluntary conditional cash offer for shares in LCT Holdings Limited which was listed on the Main Board of the SGX-ST together with the delisting of LCT Holdings Limited from the SGX-ST.
- Acted for CITIC Envirotech Ltd. in its S$22.49 million selective capital reduction of shares subsequent to its delisting from the Main Board of the SGX-ST in January 2020.
- Acted for TEE International Limited, which is listed on the Main Board of the SGX-ST, in its S$50.62 million disposal of shares in its subsidiary, TEE Land Limited, which is also listed on the Main Board of the SGX-ST, to Amcorp Supreme Pte. Ltd. Consequent to the disposal, Amcorp Supreme Pte. Ltd. had launched a pre-conditional mandatory general offer for TEE Land Limited at S$0.179 per share.
- Acted for CKM (Cayman) Company Limited, a special purpose vehicle of CITIC Environment Investment Group Co., Ltd., as offeror in its S$292.20 million pre-conditional voluntary exit offer for the shares of CITIC Envirotech Ltd., which was then listed on the Main Board of the SGX-ST.
- Acted for Sigurd Microelectronics Corporation in the conditional 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 other than those already held by the offeror.
- Acted for Toptip Holding Pte Ltd in its S$233.2 million acquisition of shares in NatSteel Holdings Pte. Ltd.
- Advised Dhu Holding Pte. Ltd. in its acquisition of shares in HG Metal Manufacturing Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited and is one of the largest steel distributors and processors in Southeast Asia.
- Acted in the sale of the entire issued share capital in Aster (Kilang) Pte. Ltd., the registered proprietor of the property known as 10 Jalan Kilang, located off Jalan Bukit Merah.
- Acted for Hazel International Pte. Ltd., in the acquisition of the entire issued share capital in Canopus II Pte. Ltd., the registered proprietor of the property known as ibis Singapore Novena and situated at 6 Irrawaddy Road Singapore 329543.
- Acted for Fullshare Holdings Limited in the S$170 million disposal by Fullshare Value Fund I (A) L.P. of the entire issued share capital of Five Seasons XXII which indirectly owns the development known as Plus at 20 Cecil Street, Singapore. Fullshare Holdings Limited had provided a guarantee to the purchaser to secure the obligations of Fullshare Value Fund I (A) L.P.
- Acted for HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of CapitaLand Mall Trust) in its disposal of Sembawang Shopping Centre to Lian Beng – Apricot (Sembawang) Pte. Ltd. for a total consideration of S$248 million.
- Advised Excel First Investments Limited in its S$433.5 million takeover and privatisation bid for shares in Kingboard Copper Foil Holdings Limited by way of a voluntary unconditional cash offer. Kingboard Copper Foil Holdings Limited is engaged in the manufacture and trading of polyvinyl butyral and related products, as well as licensing business.
- Advised TEE International on its joint venture with the private equity arm of Dymon Asia Capital (Singapore) to acquire the biohazardous waste, cytotoxic waste and pharmaceutical waste treatment business of SembCorp Environment. The TEE group is principally focused on engineering, real estate and infrastructure businesses.
- Acted for QT Vascular Ltd. as Singapore counsel in its S$32.78 million sale of non-drug coated Chocolate® PTCA balloon catheter and Glider® PTCA balloon catheter products to Teleflex Incorporated and S$65.57 million option granted by QT Vascular for Teleflex to acquire its drug coated coronary balloon catheter product known as Chocolate Heart™. QT Vascular is engaged in the design, assembly and distribution of advanced therapeutic solutions for the minimally invasive treatment of complex vascular diseases.
- Advised Singapore-listed Pavillon Holdings Ltd. as Singapore counsel in its proposed RM$52 million conditional acquisition of 107 lots comprised in a high rise commercial complex and adjoining vacant lands, known as City Plaza, Johor Bahru, in Malaysia. The acquisition is conditional on shareholders’ approval.
- Acted for Jackspeed Corporation Limited, which is listed on the Main Board of the SGX-ST, in the S$48 million disposal of its entire business and assets to its management.
- Advised Singapore-listed HG Metal Manufacturing Limited in the S$38.98 million conditional disposal of shares in Singapore-listed BRC Asia Limited. The disposal is conditional on shareholders’ approval.
- Acted for ABR Holdings Limited, which is listed on the Main Board of the SGX-ST, in the acquisition of 80% of The Chilli Padi Group for S$14.8 million, coupled with an option for the balance 20%.
- Acted for PT Barito Pacific Tbk, a company listed on the Indonesia Stock Exchange which is engaged in business in the fields of forestry, petrochemical, property, plantation and renewable energy, in its acquisition of a 66.67% shareholding interest in Star Energy Group Holdings Pte. Ltd., from Prajogo Pangestu, for an aggregate consideration of US$755 million. The acquisition was completed on 7 June 2018, and the consideration satisfied in full with an aggregate cash payment of US$234.3 million and the balance satisfied by the issue of 3,154,738,671 shares in the capital of PT Barito Pacific Tbk. Star Energy Group Holdings Pte. Ltd. is a principal subsidiary of PT Barito Pacific Tbk holding the Group’s renewable energy business and explores and produces oil, natural gas, and other energy products, through its subsidiaries.
MEMBERSHIPS / DIRECTORSHIPS
- Member, Singapore Academy of Law
- Member, Law Society of Singapore
- Member, Law Society of England and Wales