RAJAH & TANN LLP - OUR PEOPLE - Serene Yeo

 Serene Yeo
Equity Partner

Practice Area:
Corporate Finance & Capital Markets Practice
Mergers & Acquisitions Practice
 
 LLB (Hons), National University of Singapore
Advocate & Solicitor, Singapore

 

T (65) 62320716
E serene.yeo@rajahtann.com


Serene is a senior member of the Mergers & Acquisitions and Capital Markets team in our Corporate Practice.

Serene has been recommended in Asia Pacific Legal 500 (2003/2004, 2004/2005, 2006/2007, 2007/2008) and in AsiaLaw Profiles (2007). In the International Who's Who Legal - Singapore 2008, Serene was cited as being “the head of the firm’s corporate and capital markets (mergers and acquisitions) practice and ranked highly in our survey”.

Experience

Serene has extensive experience in mergers and acquisitions, both locally and cross-border and many of which involve challenging and complex structures. She is active in advising on acquisitions and divestments of companies, businesses and assets, corporate reorganizations, takeovers (contested and uncontested), reverse takeovers, mergers, demergers, schemes of arrangement and privatizations, to a varied clientele including listed and unlisted groups, financial services groups and major corporates.

She has also overseen equity and debt capital offerings in the primary and secondary markets such as equity and equity-linked issues such as warrants, options, convertible instruments through a variety of offering structures including initial public offerings and listings on the Singapore Exchange, rights issues, preferential offerings, placements and mezzanine financing.

Notable Cases & Transactions

  • Acting for United Engineers Limited in the group’s all-cash mandatory offers for shares and convertible bonds of WBL Corporation Limited (“WBL”), which value WBL at S$1.25 billion. The Takeover Offers were competing offers to the mandatory conditional offers by The Straits Trading Company Limited (“STC”), became unconditional and succeeded.
  • Acting for United Engineers Limited in its S$490 million fund raising by way of a renounceable underwritten rights issue.
  • Acting for Gallant Venture Ltd, a member of the Salim group, in connection with its takeover of IDX-listed PT Indomobil Sukses Internasional Tbk (an automotive business group which is one of the two largest automotive groups in Indonesia with a market capitalization of S$1.8 billion), a transaction with a deal value of SGD1.56 billion.
  • Acting for SGX mainboard-listed AusGroup Limited ("AGL"), in a major cross-border corporate exercise involving: (a) the acquisition by AGL of Malaysian assets in Iskandar Malaysia with a valuation of at least S$260 million, by way of reverse-takeover with a view to the listing of the assets on the SGX Catalist board; and (b) the demerger by AGL of its existing assets, with a valuation of over S$200 million, to a subsidiary that is to be listed on the Australian Stock Exchange by way of capital reduction and the distribution in specie to AGL shareholders of shares in the subsidiary. The deal is a Very Substantial Acquisition and a Reverse Takeover under the SGX listing rules. It spans several jurisdictions including Singapore, Australia and Malaysia. The deal will also involve a capital markets compliance placement of shares in AGL, post-acquisition.
  • Acted for OCBC Bank and its insurance arm Great Eastern in the high-profile deal involving the sale by the group and the Lee family of their stakes in Fraser & Neave, Limited and Asia Pacific Breweries Limited to Thai Beverage and an affiliate of Thai Beverage, for a total consideration of S$3.8 billion. F&N and Asia Pacific Breweries are listed on the SGX. OCBC Bank, Great Eastern and Thai Beverage are all also SGX-listed groups.
  • Acquisition by AXA of the general insurance (GI) business of the HSBC group in a global deal covering amongst others Singapore and Hong Kong, with an exclusive 10-year bancassurance agreement with the AXA group as the exclusive provider of GI products distributed by HSBC group companies in Singapore, HK, Indonesia, India and China. Total deal value: US$494 million. AXA was the successful bidder in a sale conducted by way of an auction process.
  • On-going acquisition by AXA of part of the life business of the HSCBC group with gross asset value of approximately S$24 million.
  • Acted for SMB United Limited in the competing voluntary conditional cash offers by Boer Power Holdings Limited and Osaki Electric Co., Ltd., which valued SMB at approximately S$164.2 million and S$205.2 million, respectively.
  • Acting for SGX Main Board-listed GuocoLand Limited (“GLL”), in the group’s multicurrency medium term note programme which has been up-sized from S$1.5 billion to S$3 billion and will now cover notes as well as perpetual securities.
  • Reverse takeover of CityAxis Holdings Limited (now known as Indofood Agri Resources), involving the acquisition from Jakarta-listed Salim group company of an Indonesian major vertically-integrated edible oils and fats company and related placement of Indofood Agri shares, with a deal value of over S$815 million. The case won mention in Asia Pacific Legal 500:

“Rajah & Tann is consolidating its presence in top-end M&A work…Acquisition mandates for Indofood Agri Resources,…and GuocoLand were evidence of a practice at the top of the market, with key figures … and Serene Yeo all carrying good reputations in the market.”

  • S$1.6 billion takeover by Indofood Agri of the London Sumatra Group, an oil palm group listed on the Jakarta and Surabaya stock exchanges. The lawyers handling the case were noted by Chambers Asia – Asia’s Leading Lawyers (2009 Edition):

“The team advising Indofood Agri Resources on the SGD1.6 billion acquisition of a majority stake in the Jakarta and Surabaya stock exchange-listed PT Perusahaan Perkebunan London Sumatra Indonesia.”

  • Acquisition by Gallant Venture Ltd. of Indonesian assets (international-standard industrial parks in Indonesia, resorts operations, utilities and property development businesses) valued at S$1.2 billion from the SembCorp Industries Group, Ascendas Group and the Salim Group in connection with Gallant’s proposed listing on the Singapore Exchange by way of reverse takeover, and related scheme of arrangement involving Gallant and Alliance Technology & Development Ltd (under Judicial Management). 
  • Salim group’s acquisition of interests in Hong Kong-listed First Pacific Company Limited, involving HK$1.74 billion acquisition of First Pacific shares, takeover offer for the remaining shares in First Pacific which valued First Pacific at HK$4.2billion, underwriting of up to HK$3 billion worth of shares and US$75 million takeover financing.
  • Multi-jurisdictional deal for Gallant Venture Ltd, involving S$288 million investment in a special purpose vehicle which acquired interests in prime property with gross development value exceeding S$1.7 billion in Lao Xi Men, Shanghai, People’s Republic of China, restructuring of loans to the target group of S$255 million and related bank financing for the investment.
  • High-profile contested control for Natsteel Ltd valued at over S$760 million, regarded as one of the longest-running corporate sagas in Singapore.
  • KDDI Corporation’s strategic investment by way of S$188.4 million cash injection into the DMX group (IT enabler and provider of wide range of digital media software and solutions), in exchange for majority stake in DMX. KDDI is a leading telecommunications service provider in Japan and one of the largest telecommunication carriers in the Asia Pacific with approximately US$37.2 billion in revenue.
  • Acquisition by City Developments Limited of a majority stake in Millennium and Copthorne, with interests in The Plaza Hotel (NY), Millennium chain of hotels, and Copthorne chain of hotels for S$1.5 billion and related capital restructuring involving capital reduction by CDL Hotels International Limited of up to HK$7.6 billion.
  • Acquisition by a UK-listed Millennium & Copthorne of over 40 hotels in Australia, New Zealand and the Asia Pacific region for Sterling Pounds 556 million.
  • Acquisition by Singapore Petroleum Company Ltd of British Petroleum’s refinery assets in Singapore valued at US$140 million and of BP’s retail marketing interests for US$70 million. Asia Pacific Legal 500 (2007/2008 Edition) quoted with respect to this case:

“The team is praised for “working tirelessly” and offering “sound, practical and tactical advice that bolstered our commercial positions”.”

  • United Overseas Bank’s divestment of its stake in United Overseas Land Limited involving S$347 million distribution in specie and $276 million exchangeable bond issue.
  • Disposal by GuocoLand Ltd of shares in Overseas Union Enterprise Ltd, and acquisition of shares in Guoco Properties Limited and Guoman Hotel & Resort Holdings Sdn Bhd with assets in China and Malaysia, respectively at an aggregate consideration of S$274.6 million.
  • Acquisition of Marco Polo Developments Ltd (with net assets of over S$800 million) by Hongkong Realty & Trust Company, Limited from The Wharf (Holdings) Limited in exchange for the transfer to the Wharf Group of the interests in Peak Properties and properties in Hong Kong.
  • Distribution of S$1.5 billion of assets of Hotel Malaysia Limited and Central Properties Limited, pursuant to voluntary liquidation and related selective capital reduction by Goodwood Park Hotel.

Other Takeovers/ privatizations:

  • Overseas Union Bank Limited: competing cash and share takeover offers by DBS and UOB for OUB. Offer value of S$9.4 billion and S$10.2 billion respectively.
  • NatSteel Ltd: contested control between Oei Hong Leong and 98 Holdings. Contested value of S$769.5 million.
  • Singapore Land Limited: hostile takeover. Offer value of S$1.86 billion.
  • Yeo Hiap Seng Limited: hostile competing takeover. Offer value of S$667.9 million.
  • Republic Hotels & Resorts Ltd: takeover and compulsory acquisitions by Millennium & Copthorne group in connection with privatization. Deal value of S$651 million.
  • Target Realty Limited: takeover by City Developments Limited. Offer value of S$140 million.
  • Ayala International Holdings Limited: takeover in connection with privatization. Offer value of S$81 million.
  • First Pacific Company Limited: takeover by Salim group.
  • SciGen Ltd, listed on the Australian Stock Exchange: cash and shares takeover offer by Bioton S.A., a Warsaw Stock Exchange-listed company.
  • Jurong Engineering Limited.
  • Sim Lim Investments Ltd.
  • Cerebos Pacific Limited.
  • Electro Magnetic (S) Ltd.
  • Malayan Credit Limited.
  • Transmarco Limited.
  • QAF Limited.
  • SMB United Limited
  • United Engineers Limited’s offers for WBL Corporation Limited

Memberships / Directorships

  • Member, Singapore Academy of Law
  • Member, Law Society of Singapore
  • R&T Corporate Services Pte Ltd (Director)