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Sandy Foo

Partner, Rajah & Tann Singapore LLP

Practice Area:

Capital Markets
Mergers & Acquisitions
Banking & Finance

LLB (Hons), National University of Singapore
Advocate & Solicitor, Singapore

T +65 6232 0716
E [email protected]

Effectively bilingual in English and Chinese, Sandy is a versatile specialist who successfully straddles her chosen practice areas of corporate/mergers & acquisition as well as finance. Sandy has wide and deep exposure to corporate and finance matters derived from her years in practice as a lawyer in Singapore and London as well as legal counsel in BNP Paribas covering South East Asia and India.  

In two decades of practice, Sandy has led on numerous significant and award-winning deals in Singapore and in Asia, and is a well-respected practitioner who has won high praise from clients and peers alike.   

Sandy has been endorsed as a recommended/leading lawyer in major ranking publications such as Chambers Asia Pacific, Chambers Global, The Legal 500 Asia Pacific, IFLR1000, and Who’s Who Legal. Accolades in these publications describe her as an “excellent technical lawyer” who is yet “pragmatic and never dogmatic” – “sharp, responsive, dedicated”, “very proactive and very solution-oriented”. “A great negotiator to have on your side” who is “very capable, quick off the mark and commercially minded”. Sandy has also been commended for her “amazing knowledge of her subject matter”, and for being an "incredibly hard-working, very hands-on partner who is very accessible and very technically able".

Experience 
Mergers & Acquisitions

Sandy’s experience includes acting for:

  • A member of the offeror/buyer consortium in the acquisition of Global Logistics Properties Limited for approximately US$11.87 billion. 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, and it also clinched the “M&A Deal of the Year (Premium)” award at the Asian Legal Business: SE Asia Law Awards 2018.
  • Baring Private Equity Asia, in relation to its S$450 million pre-conditional voluntary general offer to acquire all of the issued and paid-up shares in Interplex Holdings Ltd.
  • Baring Private Equity Asia in the divestment of PSB Academy to the UK-listed Intermediate Capital Group.
  • Temasek Holdings in its offer to take SMRT Corporation Ltd (Singapore’s multi-modal public transport operator) private by way of a scheme of arrangement, in a high-profile deal which valued SMRT at approximately S$2.57 billion.
  • Temasek Holdings (Private) Limited, a member of the consortium which made a voluntary conditional cash offer to acquire all of the issued ordinary shares of Eu Yan Sang International Ltd.
  • Temasek Holdings (Private) Limited in its information technology and cloud joint venture with India-listed Infosys Limited.
  • Fraser and Neave, Limited in relation to the sale of its 55% stake in Myanmar Brewery Limited to Kirin Holdings Singapore Pte Ltd, in what was the largest reported M&A transaction in Myanmar at the time.
  • Viva Industrial Trust Management Pte. Ltd. and Viva Asset Management Pte. Ltd. on the S$937 million merger of ESR-REIT and Viva Industrial Trust by way of a trust scheme of arrangement, the first merger of 2 listed S-REITs by way of a trust scheme of arrangement. This deal won the “Best Singapore Deal” at FinanceAsia Achievement Awards 2018. 
  • OUE Lippo Healthcare Limited ("OUELH") on its acquisition of 10.63% of the total units in First Real Estate Investment Trust (“First REIT”); OUE Limited (“OUE”) and OUELH's acquisition of 100% of the total shares in First REIT manager Bowsprit Capital Corporation Limited; and the renounceable underwritten rights issue by OUELH to raise up to approximately S$150 million to fund the acquisitions. The aggregate consideration for the acquisitions by OUE and OUELH was S$201.6 million.
  • AMP Capital Group in the sale of its 50% stake in the management entities of AIMS AMP Capital Industrial REIT ("AA REIT") and its 10.26% stake in AA REIT to AIMS Group.
  • Jiangsu Changjiang Electronics Technology (JCET), as joint-lead deal counsel, advising on multiple aspects of a US$780 million (S$1.03 billion) pre-conditional voluntary general offer for STATS ChipPAC (including financing arrangements). This transaction won the Asian Legal Business SE Asia Law Awards 2016 Asset and Corporate Finance Deal of the Year and the Singapore Business Review Business Ranking Awards 2015 Deal of the Year.
  • The Offeror, a special purpose vehicle formed by a consortium led by Overseas Union Enterprise Limited (OUE) in relation to its $13.1 billion voluntary conditional cash offer to acquire all of the issued and paid-up ordinary shares in F&N. The OUE offer was one of two competing offers for F&N, the other being the offer by TCC Assets Limited. This was one of South-East Asia's largest takeovers at the time. This transaction won the IFLR Asia Awards 2014 M&A Deal of the Year, Asian Legal Business SE Asia Legal Awards 2014 Southeast Asia Deal of the Year, Southeast Asia M&A Deal of the Year and Singapore M&A Deal of the Year, and was selected as one of the Asian-MENA Counsel Deals of the Year 2013.
  • OCBC Bank, as lead and coordinating counsel in connection with its acquisition of the Asian private banking business of ING for US$1.463 billion (now known as Bank of Singapore). This transaction was named one of the Asian-Counsel Deals of the Year 2009.
  • PetroChina International (Singapore) Pte. Ltd, a subsidiary of PetroChina Company Limited, as offeror's lead counsel in the acquisition of the initial block of shares as well as in the subsequent general offer and the compulsory acquisition of residual minority shares in Singapore Petroleum Company (SPC) which valued SPC at S$3.2 billion in its entirety. The transaction was one of the most significant takeovers in the Energy sector in recent years and was named Asian Legal Business SE Asia Singapore M&A Deal of the Year 2010 and one of the Asian-Counsel Deals of the Year 2009.
  • Australia and New Zealand Banking Group (ANZ), as Singapore counsel, for the US$550 million acquisition of some of Royal Bank of Scotland's (RBS) assets in Singapore and the region, comprising RBS's retail, wealth and commercial businesses in Singapore, Taiwan, Indonesia and Hong Kong. In connection with the acquisition, ANZ also gained control of RBS's institutional businesses in Taiwan, the Philippines and Vietnam. This transaction was named one of the Asian-Counsel Deals of the Year 2009.
  • Mitsui & Co. Ltd. (Mitsui), the Offeror, in relation to Mitsui's $221 million voluntary conditional cash offer to acquire all of the issued and paid-up ordinary shares in Portek International Limited (Portek). Mitsui's offer was one of two competing offers for Portek, the other being the offer by ICTSI Far East Pte. Ltd.
  • Citigroup Global Markets Singapore Pte. Ltd., in relation to its role as financial adviser to Neptune Orient Lines Limited on the disposal of APL Logistics Ltd to Kintetsu World Express, Inc. for US$1.2 billion.
  • Credit Suisse (Singapore) Limited in HNA Belt and Road Investments (Singapore) Pte. Ltd.’s approximately S$1.4 billion voluntary conditional general offer to acquire all the issued and paid up ordinary shares in the capital of Singapore-listed CWT Limited.
  • Rotary Engineering Limited in connection with its approximately S$261 million voluntary delisting of Rotary from the SGX-ST.
Banking & Finance

Sandy has also worked on many significant Finance and Projects/Energy transactions, including acting for/as:

  • Lead lenders’ counsel, in connection with Project Jewel, a joint venture between Changi Airport Group (CAG) and CapitaMalls Asia Limited (CMA), to develop an iconic mixed-use development at Changi Airport.
  • Hyflux Ltd and its subsidiaries, as joint lead counsel, in relation to the tender, construction, development and financing of Singapore's second desalination plant (which incorporated a power plant).
  • Resorts World at Sentosa in its US$3 billion syndicated financing deal to fund the development, construction and operation of one of the two integrated casino resorts in Singapore. This transaction was named Asian Legal Business SE Asia Project Finance Deal of the Year 2009 and Singapore Deal of the Year 2009. It was also given Honourable Mention by Asian Counsel's Deals of the Year 2008 awards.
  • Singapore counsel for Japan Bank for International Cooperation as lender in connection with facilities granted to Khanom Electricity Generating Company Limited to develop, construct, own, operate and maintain the Khanom 4 Plant and associated auxiliary facilities.
  • The issuer, Winmall Limited, in respect of the S$520 million securitisation of Jurong Point Realty Limited's interest in Jurong Point Shopping Centre.
  • Singapore counsel to DBS Bank Ltd, the mandated lead arranger, underwriter and financial adviser, for the Marina Bay District Cooling project financed at S$140 million (US$95 million). District cooling is an innovative urban utility service that draws chilled water from a central source, piped to multiple buildings, for air-conditioning purposes.
  • Singapore counsel to the syndicate of lenders financing part of China Huaneng Group's US$3.12 billion acquisition of Tuas Power.
Memberships / Directorships
  • Member, Law Society of Singapore (1997– present)
  • Member, Law Society of Singapore Committee for Continuing Professional Development (2014 – present)
  • Member, International Bar Association
  • Fellow, Singapore Academy of Law
  • Facilitator for the Preparatory Course leading to Part B of the Singapore Bar Examinations
Publications
  • Co-Author, Singapore Chapter, Mergers & Acquisitions (Global Legal Insights) 5th Edition
  • Co-Author, Singapore Chapter, Mergers & Acquisitions (Global Legal Insights) 6th Edition