Mergers & Acquisitions

Recognition

The M&A practice group in RDL has been well-rated in various legal publications.

It has been stated in Chambers Asia Pacific that the firm is known to have a ‘strong corporate team, regularly acting for both domestic and international clients on mandates such as M&A and joint ventures. Active on cross-border transactions, with strong expertise in the life sciences, technology and aviation sectors’ and also that ‘impressed sources commend the team’s knowledge, reporting: “We are very happy with their work, which is of a high standard.”’

In another edition of the same publication, the firm’s attention to detail was praised by the publication’s interviewees, who describe its team as “very thorough and responsive to clients.”

Recent editions of the Legal 500 Asia Pacific have also reported that clients of the firm have testified that:

• ‘We worked regularly with RDL given their ability to offer comprehensive legal services. We are able to rely on them to give us the support as needed for all matters arising in Malaysia.’
• ‘The firm has a broad range of capabilities, and the various partners work well together to provide solutions to clients’.
• ‘RDL are possibly the best Malaysian corporate firm I have worked with and are my go-to firm for all M&A, corporate and regulatory matters. The level of competence is top notch and they are also very innovative in finding solutions for clients.’
• ‘Corporate M&A team at RDL is a pleasure to work with and generally very responsive.’
• ‘They are an excellent independent Malaysian firm with good responsive lawyers, especially the partners. Technically sound, such that they are very happy to take on matters in new areas, but by putting in sound intellectual analysis as opposed to just “dabbling”.’ 
• ‘Strong local knowledge and available on short notice.’ 
• ‘Prompt response. Flexible in structuring the legal fee quotes, taking into account the complexity, structure and timeline of the transaction.’ 
• ‘An excellent team – professional, knowledgeable and thorough. The service that they provide is excellent and efficient, and follow-ups are outstanding.’

Services

Led by key and recommended partners Joyce Teh, Tai Chu Wei and Chong Kok Seng, the sizeable M&A team represents clients from diverse sectors ranging from manufacturing to property to healthcare to aviation to IT, in domestic as well as cross-border transactions. We have experience in acting for numerous listed local and international companies on acquisitions and disposals in and outside Malaysia. We have advised Malaysian listed companies on large-cap M&As in all their various permutations – mandatory general offers, voluntary take-overs, take-overs effected by way of the acquisition or disposal of assets & liabilities, take-overs by way of selective capital reduction and so on – as well as on taking Malaysian listed companies private. Working with affiliates in our network of international professional advisers, we have also assisted Malaysian clients on their foreign M&A exercises occurring in countries such as Singapore, Vietnam, Indonesia, Australia and Hong Kong.

RDL has also worked as Malaysian counsel on M&As with instructions originating from overseas, including the US, UK, various countries in Europe, South East Asia, Asia, Australia and New Zealand.

Noteworthy briefs – showcasing the range of industry sectors and variety of M&A work handled – include:

• • advising a German multinational pharmaceutical and biotechnology company listed on German stock exchanges in its USD62.5 billion acquisition of an American agrochemical and agricultural biotechnology corporation in regard to the Malaysian aspects of the acquisition (including the post-acquisition integration of the target companies and/or their assets into the Malaysian subsidiaries of the client)
  • acting as Malaysian counsel for a world-renowned sporting goods giant in respect of the Malaysian elements of its global disposal of part of its business for € 2.1 billion
  • acting for the creditors of Malaysian Airlines Berhad and MAB Leasing Ltd in respect of the recent debt restructuring involving RM16 billion of debts of the airline group, effected pursuant to new English companies legislation
  • advising a corporation listed on the New York Stock Exchange (“NYSE”) in respect of the Malaysian facets of the sale of its broadband networks business for a total consideration of approximately USD3 billion
  • advising the same NYSE-listed client on all Malaysian features that were relevant to the sale of its circuit protection devices business for USD350 million
  • representing a NYSE-listed corporation and advising it on the disposal of its valves & controls business, in so far as it concerned the Malaysian side of the business, for a total transaction value of USD3.15 billion
  • advising, as Malaysian counsel and working with international counsel, a London Stock Exchange-listed multinational software and information technology company (a constituent company of the FTSE 100 Index) in respect of a corporate structure simplification and integration process in Malaysia following the global sale of its SUSE open-source enterprise software business to a Swedish buyout group for an aggregate sum of USD2.54 billion
  • assisting as Malaysian counsel in the acquisition by a global investment firm of the Australasia windows, doors and related building products business from a company listed on the NYSE for approximately USD461 million
  • acting as Malaysian counsel, and working in tandem with foreign counsel, in the sale by an international bank of the European asset servicing activities of the bank and its associated Malaysian business and operations
  • representing a long-time client – a technology giant – in respect of the Malaysian aspects of the sale of its entry-level feature phone assets for USD350 million
  • assisting a leading Australian private healthcare provider (with 45 hospitals and international pathology operations then across New Zealand, Malaysia, Singapore and Vietnam) on its strategic review and divestment of its pathology laboratory businesses for AUD279 million
  • advising a Malaysian public listed company in its acquisition of a majority stake in a private company for RM205 million
  • representing a company listed on Bursa Malaysia in respect of its acquisition of the remaining shares in its subsidiary company from the minority shareholders where the aggregate purchase consideration of RM275,212,500.00 was satisfied by the issuance of irredeemable cumulative preference shares to the vendors
  • advising, as Malaysian counsel and working alongside instructing counsel on the project, a NYSE-listed Fortune 500 global pharmaceutical company on the divestiture of its animal health business – the project involved a worldwide re-organisation of the group across approximately 50 jurisdictions.
  • acting as Malaysian counsel to another NYSE-listed corporation in respect of Malaysian jurisdictional issues in connection with its restructuring exercise to separate the company (which operates in 60 countries) into 3 independent, publicly traded companies
  • acting as counsel to the parent of a company listed on the Singapore Exchange (“SGX”) in relation to the investment of USD40 million (RM166 million) in the client by a private equity firm
  • acting as counsel to the vendors of the sale of their entire equity interest in 3 Malaysian companies to a company listed on SGX at an aggregate fixed base consideration of approximately RM154.9 million 
  • acting for a global medical devices company in its acquisition of a USA and Malaysian-based manufacturer specialising in high quality innovative airway and respiratory products
  • acting as counsel to a Malaysian public listed company in its acquisition of a majority stake in a private limited Malaysian company for RM153.75 million to diversify into upstream plastic packaging films.
  • acting as Malaysian counsel to a German multinational pharmaceutical and life sciences company – one of the largest pharmaceutical companies in the world – in the carve-out and subsequent sale of its Environmental Science Business
  • representing the Insolvency Administrators (based in Germany) over a group of companies with operations in multiple jurisdictions in regard to the court-sanctioned sale of the Malaysian assets of the group
  • advising a company (when it was publicly-listed) on its privatisation by way of selective capital reduction (an indirect form of takeover) and eventual de-listing in a transaction that was valued at well over RM200 million
  • advising an Australian entity in respect of the Malaysian aspects of the sale of its Asian mineral wool, panels and trading businesses for approximately AUD120 million – in particular, advising on the restructuring of the relevant Malaysian businesses and the transfer of the assets and business of the Malaysian businesses to a common holding entity in Malaysia
  • advising a company in its acquisition of approximately 36% in a biotech and pharmaceutical company listed on the Main Board of Bursa Securities for RM134.20 million
  • representing the acquirer of the entire equity interest in two Indonesian companies engaged in oil palm plantations in Indonesia for RM115 million
  • acting as lead counsel to an Indian multinational information technology company in its purchase, from a major Singaporean telecommunication company, of 100% of the equity in its Malaysian delivery centre
  • representing a wholly-owned subsidiary of a SGX-listed hospitality company in its purchase of the business and assets of a hotel in Kuala Lumpur for a total purchase consideration of almost RM100 million
  • advising a software specialist company on the acquisition of 80% of the equity interest in a leading provider of software solutions for identity documents and payment smart cards with operations in Latvia and Kenya, for an initial purchase consideration of €17.6 million
  • advising on the Malaysian elements of the acquisition by a worldwide channel database company of the Malaysian branch of a leading marketing and data services agency with offices in the United States, the United Kingdom, Spain, Australia and Malaysia
  • advising the shareholders of a Malaysian digital creative agency on the divestment of their 80% stake to a Japanese integrated marketing and innovation company
  • acting as lead counsel for a Malaysian public listed cloud services company and instructing counsel in Singapore and Canada, we advised on the client’s acquisition of the remaining 90% stake in a company that owns and operates a SaaS product that allows real estate agents to create personalised digital stores to list their properties for rental and sales
  • advising the same cloud services company in regard to its acquisition of a 100% stake in another Malaysian company, principally involved in the selling, provisioning and management of network connectivity services targeting multinationals and large enterprises in Malaysia through all the local broadband providers
  • acting for a German biotechnology company in an acquisition that created a science sector giant that would “cover every step of the biotech production chain” – our main role being to provide Malaysian legal support on the integration of life sciences businesses of the two companies in Malaysia
  • assisting in the local business transfer resulting from the acquisition by our NYSE-listed client of the management consulting unit of a company that is a renowned leader in oilfield services
  • advising on the acquisition of a Malaysian leading manufacturer and supplier of clay roof tiles and fittings by our client, itself a major manufacturer and supplier of pitched roof products in Europe, Asia and South Africa, with operations in 37 countries
  • assisting a group of companies in its re-organisation, including advising on the transfer of the businesses and operations of 3 entities (including a manufacturing plant and a logistics company) into a common holding company and those of 2 entities into another holding company.
  • advising on the joint venture between a company listed on the Paris Stock Exchange and a SGX-listed company, where our work included the transfer of the companies in both groups to a new company
  • advising a leading computer hardware company on all Malaysian law elements connected to its acquisition of the printer business of another major technology company
  • assisting a Singaporean entity, part of a larger group of companies headquartered in Germany (the world leader in the market for hose and pipe joining technology), in its successful acquisition of 2 Malaysian manufacturing companies
  • acting for one of the largest manufacturers of connectors in the world in respect of the Malaysian leg of its global acquisition of another group of companies
  • representing the vendors of a company which owns and operates Malaysia’s largest e-commerce marketplace, in respect of the sale to a company listed on the Tokyo Stock Exchange that is a global one-stop e-commerce service provider.
  • advising on a company’s participation in funding of a start-up company which is focused on the development of a medical and wellness app with capabilities of managing diabetic patients, as a start, with the aim of going into other healthcare areas in due course
  • assisting in a proposed sale via a competitive auction process by a Hong Kong company (a well-known independent destination management company in Asia) of its business and undertaking a vendor’s legal due diligence in regard to the business and affairs of its Malaysian subsidiaries
  • advising on various joint ventures and other corporate structures for the purposes of undertaking power projects in Malaysia, projects in the oil and gas industry (both upstream and downstream) and the construction and infrastructure industry, to name a few.