Corporate & Commercial

Our experienced and dedicated team of lawyers in our corporate practice are renowned for delivering practical, prompt and commercially viable advice to our clients which range from leading domestic and international corporations to small growing businesses. We advise on the full spectrum of corporate and commercial work, including mergers and acquisitions, joint ventures and shareholder arrangements, corporate restructuring and general advisory. Our expertise has led us to being involved in many highly complex domestic and cross border transactions covering various industry sectors.

• Mergers and Acquisitions: Our wide-ranging expertise in domestic and cross border M&As cover an impressive range of sectors including communications, banking, insurance, education, logistics, healthcare, energy, maritime transport, air transport, manufacturing, mining, plantation and property.
• Relevant Experience in the Malaysian Financial Sector: We will be able to add value by leveraging on our extensive experience, capability and expertise in the banking, insurance and securities industry, and dealing with all the relevant regulators.
• Corporate Advisory: Whether you are a small business or a large corporation, private or publicly listed, our team of experienced lawyers focuses on integrating your business and investment strategies with practical legal solutions that work for you. From establishing and organising your business to supporting your administrative and corporate functions, we provide a full range of services that cater to your business needs.
• Commercial and Business Contracts: We advise on every aspect of your business, from the day-to-day operations to commercial transactions. We draft contracts for a wide spectrum of businesses.
• Joint Ventures & Shareholder Arrangements: With our extensive experience working with multinational corporations, financial institutions, public and private companies, we are well-positioned to counsel you on the appropriate structures for transactions, the applicable legal and regulatory regime, protection of shareholders’ and directors’ rights including that of reserved matters and exit strategies.
• Corporate Restructuring: We have built up a reputable corporate restructuring practice over the past two decades, having been actively involved in advising companies in difficulties and their directors during the last two global financial crises. Our experience spans from debt restructuring to corporate reorganisations and business rationalisations, for local and multi-national companies.‍
• Franchise: We have expertise in franchise law, advising franchisors and franchisees on regulatory compliance under the Franchise Act 1998, drafting and reviewing franchise agreements, structuring master franchise arrangements, and navigating cross-border franchise expansions into and from Malaysia.
• ‍Foreign Direct Investment (FDI): We have extensive experience advising multinational corporations, investors, and foreign entities on all aspects of FDI in Malaysia. Our corporate team regularly assists clients in structuring investments, establishing Malaysian operations, and navigating the country’s regulatory, licensing, and compliance requirements. We work closely with clients from entry strategy to operational rollout, advising on optimal corporate structures, joint ventures, mergers and acquisitions, and sector-specific approvals.

Corporate & Commercial

• We acted as legal counsels for Advent International GmbH (Advent) and conducted due diligence on the Malaysian entities. Advent, one of the largest and most experienced global private equity investors, reached a conditional agreement with Goldman Sachs Asset Management to acquire Caldic BV (“Caldic”), a global premium provider of value-added life sciences and specialty chemicals solutions with the ambition to be a true partner to its customers and principals. Caldic will then merge with Advent portfolio company Grupo Transmerquim S.A. (GTM), one of the leading chemical distributors in Latin America.
• Advised China Telecom (Hong Kong) Intl Ltd. on the establishment of a PMA company.
• Advised The Pokémon Company in relation to license agreement on Merchandising Rights, Publishing Rights, TV Broadcasting Rights, and Videogram Rights concerning the TV series "Pokémon“.
• Assisted Felda Global Group of Companies with a legal due diligence exercise;
• Performed legal due diligence on six mining companies for Gezhouba Group International Engineering Co., Ltd;
• Assisted Great China Energy Group with a legal due diligence exercise;
• Assisted Ippudo as a Franchisor in relation to franchise registration in Indonesia.
• Assisted Hyatt International Asia Pacific with a Hotel Management Agreement in relation to hotel management services by Hyatt International in Hotel Project in Sentul, Indonesia;
• Advised MTD Capital Berhad in their joint venture and establishment of a PMA company as the concessionaire for the Cibitung – Cilincing toll road project;
• Advised Mitsubishi Corporation on share acquisition transaction and other investment issues;
• Advised Toyota Tsusho Corporation on the joint venture of four major logistic companies in Indonesia to jointly undertake car carrier businesses for major car companies in Indonesia;
• Assisted Tesla Inc. on regulatory framework for potential market entry into Indonesia as part of larger ASEAN market entry.
• Advised Ditrolic Energy Holdings Sdn Bhd in relation to the investments by BlackRock’s Climate Finance Partnership (CFP) to support the company’s expansion in developing commercial and industrial as well as utility-scale solar assets throughout emerging markets in Asia Pacific.

Foreign Listings and Shares Related Offerings

• Acted as local counsel to the listing of Rex International Holding Limited on the Catalist Board of Singapore Exchange Securities Trading Limited (“SGX-ST”).
• Acted as local counsel to the listing of TEE Land Limited on the Catalist Board of SGX-ST.
• Acted as local counsel to the listing of Kori Holdings Limited on the Catalist Board of SGX-ST.
• Acted as local counsel to the listing of Emas Offshore Limited on SGX-ST.
• Acted as local counsel to the listing of UG Healthcare Corporation Limited on the Catalist Board of SGX-ST.
• Acted as local counsel to the listing of Procurri Corporation Limited on the Catalist Board of SGX-ST.
• Acted as local counsel to the listing of Anchor Resources Limited on the Catalist Board of SGX-ST.
• Acted as local counsel to the listing of Techcential International Ltd. on the Taipei Exchange.
• Acted as local counsel for the application of convertible bond offering by VHQ Media Holdings Ltd. to Taipei Exchange.
• Acted as local counsel for the Vividthree Holdings Ltd on the Catalist Board of SGX-ST.

Mergers & Acquisitions

• We acted for Sime Darby Group in the acquisition of 61.2% shares in UMW Group from PNB and ART for a consideration of approximately USD767 million which will trigger a mandatory take over obligation on Sime Darby Group to acquire the remaining shares in UMW Group.
• We acted for Malaysia Building Society Berhad where an Islamic financial group governed under the Islamic Financial Services Act 2013 (“IFSA”) acquired a conventional financial group governed under Financial Services Act 2013 (“FSA”). The deal is the first deal in Malaysia and sets precedent to the market on how to legally manoeuvre it within the ambit of IFSA and FSA and Shariah principles.
• We acted for Pos Aviation in the merger between SIA Engineering Company Limited and Pos Aviation Engineering Services Sdn. Bhd. This is the second only merger clearance by Malaysian Aviation Commission (MAVCOM).
• We acted as the lead local legal counsels for Telenor ASA (a Norwegian state-owned telecommunications company and one of the world’s largest mobile telecommunications operators), the parent company of Digi's largest shareholder, in its proposal to merge its Malaysian mobile telecommunication operator with another Malaysian giant mobile telecommunication operator, Celcom, owned by Axiata Group Berhad.
• We advised Interflour Holdings (M) Sdn Bhd in an agreement with Tuatura Sdn Bhd (“Tuatura”) to acquire all of Tuatura’s shares in Prestasi Flour Mill (M) Sdn Bhd and Sarawak Flour Mill Sdn Bhd.
• We acted for Alibaba Group on the latest funding round of USD578 million into Ninja Van. We were responsible for advising on matters pertaining to the Malaysian subsidiary of Ninja Logistics Pte Ltd, Ninja Logistics Sdn Bhd.
• We acted for STIC Investments Inc. on the latest funding round of USD100 million into Carousell. We advised on matters pertaining to the Malaysian subsidiaries of Carousell Pte Ltd namely Mudah.my Sdn Bhd and Agensi Pekerjaan MJobs Sdn. Bhd.
• We advised Armed Forces Fund Board (LTAT) where they intended to take Boustead Holdings Berhad (BHB) private in order to facilitate a turnaround plan for the conglomerate. BHB is a Malaysian conglomerate holding various interests in plantation, property and industrial, pharmaceutical, heavy industries as well as trading, finance and investment.
• We acted for REA Group Limited in its divestment of iProperty to PropertyGuru for 18% of equity interest in PropertyGuru.
• We acted for Carsome Group in its acquisition of iCar Asia from Catcha Group and its shareholders which is estimated to be worth more than USD200 million. We acted as lead counsel for matters pertaining to the Malaysian subsidiaries of iCar Asia.
• We acted for Khazanah Nasional Berhad in the sale of Khazanah’s entire equity interest in semiconductor fabricating company SilTerra Malaysia Sdn Bhd (“SilTerra”) to a consortium consisting of DNeX and CGP.
• We acted for Aurelius Healthcare Sdn Bhd in the acquisition of Nilai Medical Centre from TH Group Sdn Bhd.
• We acted as legal counsels for AMMB Holdings Berhad, who is a 51% shareholder of AmGeneral Holdings Berhad (the Vendor). AmGeneral Holdings Berhad disposed of its 100% stake in AmGeneral Insurance Berhad to Liberty Insurance Berhad. Following the disposal, the AmBank Group continues to hold a 30% interest in the business through the consideration shares they received as part of the deal.
• We acted as local counsel of Software AG on the completion of its proposed sale of StreamSets and webMethods, Software AG’s Super iPaaS (integration platform-as-a-service) enterprise technology platform, to IBM for EUR2.13 billion in cash. Super iPaaS is an AI-enabled integration platform, bringing together APIs, application, data, B2B and events integration capability, enabling innovation and driving agility, productivity and governance across the modern hybrid enterprise. The completion of the sale involved complex internal restructuring and asset transfers across multiple jurisdictions. The completion of the sale took more than 6 months.
• Advised Zensho Holdings Co Ltd on the business acquisition of Ichiban Food & Beverages (M) Sdn. Bhd., Shabu Ryu Ramen (M) Sdn. Bhd. and Tenya (M) Sdn. Bhd, being the chain of Ichiban restaurants in Malaysia.  
• Advised Zensho Holdings Co., Ltd. On the purchase of 100% stake in TCRS Restaurants Sdn Bhd, which owns the restaurants - The Chicken Rice Shop - with approximately 100 outlets throughout Malaysia.
• Advised Savills (SEA) Pte Ltd on their acquisition of the property valuation business of CB Richard Ellis (Malaysia) Sdn. Bhd., CB Richard Ellis (KL) Sdn. Bhd., CB Richard Ellis (Penang) Sdn. Bhd., CB Richard Ellis (Johor) Sdn. Bhd. and CB Richard Ellis (Project Management) Sdn. Bhd.
• Advised on the disposal of substantial business assets and liabilities of Optimum Global Resources group including the business of retailing, wholesaling and distributing of garments, textiles and fashion goods under the name “Factory Outlet Store”, “Fashion Outlet Store” or “F.O.S” for a disposal price of approximately RM180 million.
• Advised on the acquisition of a group of apparel retail companies including John Master (M) Sdn Bhd, Rins and Roy Sdn Bhd, Schwarzenbach Sdn Bhd, Kiko Garments Sdn Bhd, Baby Kiko Sdn Bhd, Child Boutique Manufactory Sdn Bhd and Kiko Retail Sdn Bhd from HCH Industries Sdn Bhd for an acquisition price of approximately RM124 million.
• Advised Yoshinoya on the acquisition of 28% ordinary shares of Sushi Kin Sdn Bhd by Yoshinoya from Texchem Resources Bhd.
• Advised on the acquisition of Permanis Sdn Bhd, a subsidiary of C.I. Holdings Bhd for an acquisition price of RM820 million by Asahi Group Holding Ltd.
• Advised Khazanah Nasional Berhad in their divestment of their 42.74% stake in Proton Holdings Berhad to DRB-HICOM Berhad for RM1.291 billion.
• Advising RHB Capital Berhad in its proposed acquisition of and merger with OSK Investment Bank Berhad and its group companies in Malaysia and regional countries.
• Advised Khazanah Nasional Berhad in its successful disposal by way of tender of its 32.21% stake in Pos Malaysia Berhad, Malaysia’s national postal services corporation, for approximately RM620 million.
• Advised Honam Petrochemical Corp. on its proposed takeover offer of a controlling equity stake in and take-private of Titan Chemicals Corp. Bhd. This was the largest Malaysian M&A deal for 2010 and the largest Malaysian FDI deal since 2007. The total consideration, including the takeover offer, was about RM5 billion.
• Advised AXA on the acquisition of 100% of BH Insurance (M) Bhd by AXA AFFIN General Insurance Berhad from Boustead Holdings Berhad and Felda Marketing Services Sdn Bhd.
• Advised Haier with regard to the acquisition of the refrigerator, washing machine and the consumer electrical appliances business of Sanyo Sales & Services Sdn Bhd as part of the multi-jurisdictional acquisition of the Sanyo group of companies.