Corporate Advisory/M&A

Core to foreign investment in ASEAN is the development of greenfield projects and the acquisition of existing projects.  Working with in-country local counsel, AustAsean Law provides a “whole of project life” legal service to clients:  

• The concept development stage, where clients need their lawyers to advise on the legal issues they are likely to face in undertaking a greenfield investment or acquisition, including deal structuring, licensing and approval, partner identification and due diligence.  
• The pre-investment stage, where we would typically be involved in documenting the investment deal (including sale & purchase agreements, joint venture agreements, concession agreements, co-operation contracts) and assisting with the initial investment approval licensing.  
• Project development stage, where our involvement would be to assist with contracting for construction, equipment procurement, land acquisition/leasing and support services, as well as a myriad of other licensing requirements. 
• Operational stage, where clients want our assistance to draft or review business services, sales and marketing contracts, labor arrangements and IP contracting. 

AustAsean Law’s principal has been involved in greenfield investment and acquisition projects across ASEAN including: 

• a global pharmaceutical company on its investment structuring into Indonesia 
• a Japanese industrial equipment company on a restructure of its Asian (ex Japan) operations and establishment of a Singapore regional headquarters
• the acquirer of an agricultural/production joint venture in Da Nang and recapitalisation for an investment of US$100 million including structuring of investment and negotiation of joint venture arrangements.  This included co-ordination of all professional services aspects of the project including accounting, legal and business advisory. 
• A global company on the establishment of its US$60 million manufacturing facility in Ho Chi Minh City including structuring of investment, negotiation of joint venture arrangements, obtaining of regulatory approval, advising on IP arrangements, construction contracts and equipment purchasing arrangements. 
• US$90 million acquisition and recapitalisation of brewery projects in Vietnam and the establishment of a management company to undertake management and sales & marketing of product. This included restructuring the previous owner’s debt arrangements. 
• A Malaysian listed company on the acquisition of a palm oil plantation project in Indonesia from a UK listed company.
• Advising on the application for and debt/equity structuring of a US$50 million University and campus in Ho Chi Minh City. 

AustAsean Laws advised on both mining and agricultural projects.  It provides a whole of mine life-cycle service: 

• Mining Licences and approvals 
• Joint ventures, earn in and royalty arrangements and structuring of investments 
• public listed and private acquisitions and sales
• Financing of mining projects 
• Commodity offtake agreements 
• Contract mining agreements
• Mine development including construction and equipment procurement 

AustAsean Law’s principal is recognized in International Who’s Who of Mining Lawyers for his expertise in resources across ASEAN.  Projects include: 

• the restructure of a PNG gold project ahead of listing on the Canadian Stock Exchange
• mining services agreements for a PNG gold mining company
• acquisition of tenements, including earn-in and royalty arrangements in PNG gold tenements
•  a Chinese Mining Company on its acquisition of a leading copper/gold mine in Laos 
• a world leading Chrome producer on a Chrome contract mining and offtake arrangement in Myanmar 
• a UK Listed entity on structuring of its coal project in Indonesia including advising on coal offtake arrangements, both spot and long term
• a listed Malaysian company on its acquisition of a palm oil plantation in Indonesia from a listed UK company
• a Singapore based investor on a Tanzanian Graphite project 
• the owner of a gold mining project in the Philippines on the sale of the project into a joint venture company established in the Philippines, with international ownership
• a global commodities company on several Indonesian pre operational mine financings with coal offtake arrangements
• an Indian infrastructure conglomerate on its US$500m equity investment into a listed Indonesian company, including coal offtake (Indonesia)
• A UK listed company on its US$4 billion acquisition of 2 significant coal companies in Indonesia 
• an Indian conglomerate on its US$1.1 billion acquisition of a 30% stake in 2 major Indonesian coal projects
• an Indian conglomerate on a convertible loan and a coal offtake arrangement associated with a US$150m investment in the listing of a company in Indonesia
• a Thai energy company on its US$1.2 billion bid for an Indonesia coal mine
• a global mining company on aspects of its global coal marketing arrangements 
• an Australian mining services company on its contract mining arrangements with 2 significant coal companies in Indonesia
• an Australian mining services company in its participation as a member of the lending consortium in the US$400 million financing of an Indonesian listed company’s acquisition of a major Indonesian coal company (structured as a limited recourse financing to the target company), and its subsequent restructure into a bond issue. 
• A Singapore bank on its financing of an Indonesian contract miner  

AustAsean Law advises on a wide range of energy/oil & gas issues: 

• Production sharing contracts and other oil & gas rights 
• Joint operating agreements, Farm in/Farm out agreements 
• Gas unitisation, gas sales agreements, gas transportation agreements, pipeline agreements, oil lifting contracts 
• Drilling contracts, FPSO and pipeline construction and financing, procurement contracts 
• Alternate energy projects (including solar, wind, geothermal, coal seam gas and bio-diesel)
• Development of captive, IPP and merchant power projects, including mine mouth coal fired power plants
• Acquisition and sale of power projects and interests in power projects and joint venture arrangements
• Power sales and purchase agreements
• Construction and procurement contracts 

AustAsean law’s principal is recognised by Best Lawyers for his expertise in energy across ASEAN.  His projects include:

• a multinational energy company in its divestment of its LPG business in Bangladesh
• a consortium on development of an aviation fuel distribution concession in Cambodia
• a Russian company on a dispute related to the construction of a gas fired power plant in Vietnam • a global energy company on the establishment of an LNG marketing joint venture in Singapore to market gas from its Papua New Guinea field 
• a national oil company in advising on sanctions issues with respect to oil & gas investment in Myanmar • a consortium on the development of an oilfield offshore Vietnam
• a global energy company on an Indonesia to Malaysia gas pipeline project, including drafting and negotiation of the gas sales agreement 
• a liquids extraction plant project in Vietnam including advising on construction contracts, gas and fuel supply and offtake agreements, joint venture arrangements, government approvals and debt/equity structuring
• development of US$350 million BOT power plant including managing of legal input and drafting, review and negotiation of fuel supply and power purchase arrangements, government regulatory approval, government guarantee arrangements and debt/equity structuring; • an Australian gas producer on the establishment of a joint venture with a Vietnamese state owned petroleum company. 
• a global energy company on the establishment and operations of a joint venture blending plant in Vietnam.
• a Singapore company’s acquisition of an interest in an existing power station project in Vietnam;
• a Malaysian company’s acquisition of an interest in a power station in India.
• an Australian listed energy company on its Vietnam Block participation, stabilisation issues, gas offtake and FPSO chartering
• an Australian listed energy company on the development of its greenfield bio-diesel plant in Singapore 

ASEAN’s infrastructure needs are well documented, providing significant private sector development opportunities as regional countries struggle to keep up with demand for services.  AustAsean Law provides strategic advice on a wide range of infrastructure projects, both PPP and 100% private, helping clients in risk allocation to achieve the best possible value for money proposals. 

AustAsean Law’s principal has been involved in the development of infrastructure projects throughout Asia, including waste projects - incineration concession agreements and waste to energy projects; water projects - desalination, water purification NEWater and sewerage projects; road and rail projects (private and public); port development and telecom projects: 

• multilateral Investment Company’s investment through a Singapore entity into multiple water projects in Vietnam.  This includes advising on the 50/50 shareholders agreement and overall investment arrangements. 
• an Australian telecommunications company in connection with its business co-operation contract with VNPT in Vietnam, including US$50 million expansion of that project and the structuring of its proposed US$200 million telecommunications project in Ho Chi Minh City 
• Tuas Desalination plant, Ulu Pandang NEWater Plant and Changi NEWater Plant – acted as international legal advisor to the Public Utilities Board on the PPP project documentation, tender and evaluation for these 3 projects
• Senoko Incinerator Plant Divestment - acted as international legal advisor to the National Environment Authority in relation to the concession agreement entered into as part of its divestment of the Senoko Incinerator Plant
• International Finance Corporation, a part of the World Bank, on the financing of private investment projects in Vietnam ranging from US$15million to the US$196 million financing of the US$350 million cement project including complex security sharing arrangements between 3 syndicates of banks.  Other financings included a Hotel in Hanoi, Dairy plant in Song Be province, steel project in Dong Nai province and a port in Baria Vung Tau province.  In acting for IFC, John developed the concept of the Conditional Assignment of Venture Interest (CAVI) which was used by many investors as a mechanism for taking security in Vietnam, prior to the establishment of a more formal regulation based security system.
• Australian construction company in relation to a BOT water project in Ho Chi Minh City Vietnam and a project management agreement for water investment in Bangalore India;
• the Brunei Economic Development Board on the advanced works tender for the Sungei Liang industrial development project 
• Central Mekong Delta Region Connectivity Project – ADB project for a study on mobilizing private international financing for toll road projects in Viet Nam
• establishment of a foreign investment engineering services joint venture in Indonesia and its subsequent tendering for infrastructure projects including construction financing arrangements; • establishment of construction companies in Vietnam; 
• structuring of construction contracts in Indonesia and Vietnam;
• construction disputes on hotel development projects in Vietnam.
• establishment of a regional shipping joint venture
• joint ventures in port and towage operations in Vietnam (both did not develop beyond licensing stages)
• establishment of shipyard joint ventures in Indonesia and Vietnam 
• flagging of vessels and long term charter party contract for vessels in Vietnam