IFLR 1000
The Guide to the World's Leading Financial Law Firms

The Singapore M&A market remains relatively healthy. Although work is not as buoyant as it was in 2009 heading into 2010, there remains a good pipeline particularly in core areas such as natural resources and energy.

In this last area, one of the year's largest deals saw investment vehicle Vallar acquire stakes in Bumi Resources and Berau Cola Energy for $3 billion. The Nathan Rothschild controlled company followed this with a $2.1 billion bid for Bumi Resources Minerals in a move to greatly increase its options and assets in Indonesia.

Practitioners also note the potential for Indonesian companies, particularly in the booming natural resources sector, to capitalise on the current high level of commodity prices, look at potential targets around Southeast Asia and establish themselves regionally as dominant players.

Another interesting development this year has been the final ratification of the Foreign Practitioner Certificate (FPC) in January 2011. As part of the ongoing attempts by the Singaporean government to liberalise the legal market, the new certificate will allow foreign lawyers to sit the Singaporean bar exams, allowing them to practice local law.

As in other practice areas, there is a feeling within the market that in the short-term at least this development will not drastically change the landscape within M&A. Domestic mandates will continue to be dominated by the large local firms, with international firms happy to admit that in most cases it would not be a profitable exercise to go up against them. Instead the real battleground will be on more regional cross-border mandates, where international firms with their stronger networks and local firms with their larger teams will go head to head.

Within Allen & Overy's M&A practice clients were quick to point to Ban Leong Oo as the firms' star performer: "Very thorough, covers all possible legal and commercial angles when he looks at a problem. He is responsive, meets tight deadlines and provides excellent products. I've been very pleased with Ban." Another highlights his cross border ability: "We certainly had some challenging and unique issues in some jurisdictions we've worked in and he has come up with practical and creative solutions to complex problems in some very difficult jurisdictions, places like Pakistan and Indonesia."

Last year partner Christopher Moore represented Khaznah Nasional Berhad in the formation of a joint venture with Camco International, a company listed on the Alternative Investment Market of the London Stock Exchange that focuses on emission reduction and clean energy products. The two companies engaged in a cross-border M&A transaction to develop clean energy projects and carbon credit development in Southeast Asia.

Moore, banking partner John Richards and London-based partner Richard Hugh advised Credit Suisse in a reverse takeover that created a London-listed resources company, Vallar. It acquired shares in Bumi Resources and Berau Coal Energy for a combined total of $3 billion with the goal of creating a globally-recognised mining company.

"Clifford Chance has always been very accessible, accommodating and responsive to our Group's issues and requirements," is one client's view of the firm's M&A team which remains in the top tier this year.

In a landmark transaction, a team, led by partner Lee Taylor, advised Mitsui & Co regarding a $225 million joint venture with Singaporean company Hyflux. Their joint venture company, Galaxy NewSpring, acquired all 21 existing water treatment facilities, 17 public and four private, owned by Hyflux and Singapore-listed Hyflux Water Trust. Because of the differing ownership schemes, the deal and acquisition of all facilities were quite complex and took approximately four months to complete. Hyflux Water Trust was delisted in December 2010.

Senior associates Melissa Ng and Satbir Walia also advised Philip Morris in the restructuring of its Vietnam operations due to legislative changes regarding foreign-owned tobacco distribution companies in Vietnam. In response to this law, Philip Morris has luanched a joint venture with Vietnam National Tobacco Corporation.

Latham's M&A team is led by managing partner Mark Nelson, who brings his vast Indonesia experience to bear on some of the firm's largest mandates.

A highlight deal this year for the firm has been the $10 billion acquisition of 51% of Cairn India by Vedanta Resources. Partners Rajiv Gupta, Michael Sturrock, Min Yee Ng and David Miles are advising Vedanta Resources in both the acquisition and $6.5 billion in debt financing from a consortium that includes Barclays Capital, Goldman Sachs and JPMorgan Chase.

Sturrock also represented Singapore Technology Telemedia in the $3 billion acquisition of Global Crossing by Level 3 Communications. Singapore Technology Telemedia was the largest shareholder of Global Crossing. The combined company will now own fibre-optic networks over three continents.

Alongside Clifford Chance, Linklaters Allen & Gledhill remains one of the leading lights of the Singapore M&A scene. With strong domestic and international capability the team is well set to deal with any mandates that come its way.

The main driver and certainly the biggest name in the team is Stuart Bedford, who is held in high regard by clients: "He listens and knows what a client needs," says one. "He's able to assist the client to structure appropriate deals, provide other perspectives (commercial and non commercial) that the client may not have seen so as to enable the client to make better decisions."

Bedford, along with partner John Lane, advised Vallar regarding acquiring shares in two IDX-listed companies, Bumi Resources and Berau Coal Energy, in two separate transactions totaling $3 billion. This M&A deal had to comply with both British regulations and Indonesian law, as Vallar is to be the first Indonesian-controlled company on the LSE.

Another highlight transaction in the Malaysian healthcare industry this year was Mitsui & Co's acquisition of a 30% stake in Integrated Healthcare Holdings, which has investment holdings in Singapore's largest hospital group. Bedford represented Mitsui & Co in the $1.1 billion transaction.

Milbank holds on to its tier two spot in the rankings this year with its blend of expertise in both public M&A and private equity.

Last year partners David Zemans, Jacqueline Chan and Ee-Ing Ong advised Samudra Energy in a complicated M&A transaction worth $36 million. The company acquired a 20% interest in a production-sharing contract for a production block in East Java. Milbank assisted Samudra Energy in obtaining a $36 million senior secured, revolving and amortising borrowing base loan facility.

Zemans, along with partners Giles Kennedy and Tim Mackey, also represented Indies Capital Partners regarding refinancing a $17 million bridge facility. The funds created by the refinancing will then be used for the acquisition of Raja Kutai Makmur Baru, an Indonesian coal mine.

"Baker & McKenzie.Wong & Leow's global network means that we easily have access to its offices in Tokyo and the ASEAN countries," a client says. Clients appreciate the firm's international presence and its "one-stop shop" capabilities in both foreign and domestic law.

Partner Jon Worsfold represented PT Bank Permata regarding its acquisition of GE Capital's multifinance and credit card businesses in Indonesia. The transaction required extensive regulatory expertise and required the firm's Singapore and Jakarta offices to work together as international and local counsels.

This year Herbert Smith has been involved in several M&A transactions regarding Southeast Asian corporations in the energy and natural resources sector. In a highlight, partner Veronica O'Shea advised Rio Tinto regarding an acquisition in the Sulawesi Nickel Project in Indonesia. Rio Tinto holds a 42.5% interest, while Sherritt International has acquired a controlling 57.5% stake in the project.

Partner Austin Sweeney has also represented Sumitomo in its $110 million acquisition of a multi-jurisdictional oil & gas project machine shop, which has operations in Saudi Arabia, Australia and Southeast Asia.

Hogan Lovells Lee & Lee has acted on a number of large M&A transactions this year throughout Southeast Asia. Partners Brad Roach and Stephanie Keen, the head of the firm's corporate and M&A practice, advised PT Medco Energi Internasional in all legal matters regarding its $2.8 billion Donggi-Senoro LNG project, located in Central Sulawesi, Indonesia. One of the matters was the sale of a $260 million 20% participating interest in the Senoro-Toili Block Production Sharing Contract, which was acquired by Mitsubishi.

Keen also advised IRF European Finance Investments, a listed company on LSE's Specialist Funds Market, regarding its acquisition of 13% shares in Marfin Investment Group, a Greek bank listed on the Athens Stock Exchange.

"[Partner] Jake Robson of Norton Rose is very good at asking the right questions and helping the client find good answers," says a client. "He has very solid experience with M&A, and knows how to give some sort of pace to the transaction."

Robson acted for Axa SA on its complex acquisition of the Asian businesses of Axa Asia Pacific Holdings. Axa SA partnered with AMP for the transaction, resulting in AMP's acquisition of Axa Asia Pacific's Australian and New Zealand businesses for A$3.5 billion ($3.3 billion) and Axa SA's purchase of its Asian businesses for A$9.8 billion ($9.4 billion).

Another partner who deserves accolades is Adam Summerly, who advised CLSA Capital Partners regarding an $80 million investment by its transportation fund to the shipping business of OSL.

Clients rave about the lawyers in Shearman & Sterling's M&A group, most notably partner Bill McCormack and associate Shirin Tang. Tang, who transferred to the firm's Singapore office in April 2010, especially draws accolades. "Shirin is really, really good - not a partner yet but I'm sure she'll be one soon," a client notes. "Her advice was business-minded, to the point, and made sense, while her drafting was amazing."

Tang, along with Hong Kong M&A partner Paul Strecker, Hong Kong associate Justin Mak and Singapore associate Tiffany Hill, advised Tiger Group Investments in its maritime joint venture with the Carlyle Group. The company will acquire more than US $5 billion in container, dry bulk, tanker vessels and shipping assets, and will commence business immediately.

White & Case has capitalised on Southeast Asia's mushrooming M&A market, advising a diverse clientele, including Lehman Brothers, Nomura, PetroSaudi, China Resources Enterprise and CLSA Capital Partners, in the last year.

In a highlight transaction, Kirschner advised Russian oil company TNK-BP in its US $1.8 billion acquisition of BP's upstream and pipeline assets in Vietnam and Venezuela. TNK-BP will also acquire BP's 35% stake in the Kan Tay and Kan Do gas fields.

Kirschner also acted for KEC International, an Indian company that makes electricity transmission towers, in their acquisition of SAE Towers Holdings, which produces steel lattice towers for high-voltage power transmission.

"Ashurst partner Keith McGuire is a very experienced M&A lawyer, and is practical and commercially oriented," says a client. The firm's global reputation has bolstered its Singapore M&A practice, which has seen an uptick of work because of the burgeoning Southeast Asian market.

Partners Philip Thomson and Keith McGuire and associate Edward Bennett are advising San Miguel Corporation regarding its proposed acquisition of Esso Malaysia Berhad, ExxonMobil Malaysia and Exxonmobil Borneo for $610 million.