Corporate Restructuring's, Mergers & Acquisitions, Demergers and Reorganisations
We acted as solicitors for Farlim Group (Malaysia) Berhad for the disposal of Penang lands of approximately 1,022,742.96 square feet for a total consideration of RM112,501,725.60.
We acted as solicitors for Farlim Group (Malaysia) Berhad in the acquisition of all that piece of land situated in Bidor, Perak for a total land area of 37.53 hectares with development approval for mixed housing cum commercial estate for a total purchase price of RM19,000,000.00.
We acted as solicitors for Key West Global Telecommunications Berhad pertaining to the proposed acquisition of 91,283,069 ordinary shares of HK$1.00 each of Supreme Global Group Limited for a purchase consideration of RM210,000,000 to be fully satisfied by issuance of 1,900,000,000 ordinary shares of RM0.10 each in the share capital Key West Global Telecommunications Berhad at an issue price of approximately RM0.1105 per share and its other multi proposals such as proposed private placement and proposed offer for sale, proposed exemption etc.
We acted as solicitors for Berjaya Corporation Berhad (‘BCorp’) on the Proposed acquisition of 40,000,000 Atlan Holdings Berhad shares, representing 15.80% stake, for a purchase consideration of RM170 million to be satisfied by the issuance of RM170 million nominal value of new Irredeemable Convertible Unsecured Loan Stocks and 170,000,000 Detachable warrants in BCorp.
We acted as Malaysian solicitors for Berjaya Holdings (HK) Limited on the very substantial acquisitions and connected transactions in respect of 100% of the Cosway group (comprising 100% equity interest in Cosway (M) Sdn Bhd (including 60% equity interest already held by Cosway (M) Sdn Bhd in Ecosway.com Sdn Bhd) and 40% equity interest in Ecosway.com Sdn Bhd), involving issue of consideration shares and issue of irredeemable convertible unsecured loan stocks.
We acted as solicitors for Berjaya Land Berhad in the issue of up to RM 900 million nominal value five (5) – year secured exchangeable bonds.
We acted as solicitors of Yinson Holdings Berhad (“Yinson”) in the issuance and allotment of 37,809,000 new ordinary shares in Yinson to Kencana Capital Sdn Bhd for a consideration of approximately RM106 million and as Yinson’s Malaysian legal adviser in connection of acquisition of Fred.Olsen Production ASA, a public listed company on Oslo Stock Exchange.
We acted as solicitors for Berjaya Food Berhad (‘BFood’) in relation to the acquisition of 50% equity interest in Berjaya Starbucks Coffee Company Sdn Bhd for a purchase consideration of RM71.698 Million. It involves the acquisition of a 50% stake in the company which operates the Starbucks outlets in Malaysia.
We acted as solicitors for Berjaya Food Berhad (‘BFood’) on the renounceable rights issue of up to 118,944,800 ordinary shares of RM0.50 each in BFood (‘Rights Shares’) together with up to 118,944,800 new free warrants (‘Warrant’) on the basis of four (4) warrants for every five (5) BFood shares held by the entitled shareholders of the company and entitlement date to be determined and announced later. It involves the fund raising for the Starbucks acquisition for BFood for RM59 Million.
We acted as solicitors for Juara Sejati Sdn Bhd (“JSSB”), a wholly-owned subsidiary of Berjaya Group Berhad, which in turn is a wholly-owned subsidiary of Berjaya Corporation Berhad, in its acquisition of REDtone International Bhd.
We acted as solicitors for Multi-Purpose Holdings Berhad (“MPHB”) in the demerger of its gaming business and other businesses (comprising the operations of financial services and other investments of MPHB and its subsidiaries (“MPHB Group”)), which will result in the MPHB Group demerging into two (2) listed entities with the intention of improving the operational and financial efficiency (“Proposed Demerger”). The Proposed Demerger involves an internal reorganisation, offer for sale by MPHB to its shareholders of the entire shares in MPHB Capital (“MPHB Capital”) and proposed listing of MPHB Capital on the Main Market of Bursa Malaysia Securities Berhad. The internal reorganisation involves the disposal by MPHB of its subsidiaries to MPHB Capital for a total consideration of RM905,363,998 which shall be satisfied by a combination of cash payment of RM190,364,000 and the issuance of 714,999,998 new shares in MPHB Capital at RM1.00 per share; and capital repayment by way of a reduction of the share premium account of MPHB under Sections 60 and 64 of the Companies Act 1965.
We acted as solicitors for MPHB Capital Berhad in the disposal by Multi-Purpose Capital Holdings Berhad, a wholly owned subsidiary of MPHB Capital Berhad, of 49,000,000 ordinary shares of RM1.00 each, representing 49% of the issued and paid-up share capital of Multi-Purpose Insurans Bhd to Generali Asia N.V., a 100% indirect subsidiary of Assicurazioni Generali SPA, for a cash consideration of RM355,803,000.00.