Brian Ng.JPEG

Brian Ng

Partner, Rajah & Tann Singapore LLP
Partner, Rajah & Tann LCT Lawyers
Director, Rajah & Tann (Laos) Sole Co., Ltd.

Practice Area:

General Corporate Commercial

LLB (Hons), National University of Singapore
Advocate & Solicitor, Supreme Court of Singapore

T +65 6232 0387
E [email protected]

Brian is a Singapore-qualified lawyer and has been with Rajah & Tann since 2006.

In 2011, Brian moved to Ho Chi Minh City and started Rajah & Tann’s Vietnam operations. Subsequent to the integration in 2014 of Rajah & Tann Vietnam with local firm LCT Lawyers to form Rajah & Tann LCT Lawyers, he returned to Rajah & Tann’s Singapore office and now manages his regional practice from Singapore. As part of his regional portfolio, he continues overseeing and assisting with Rajah & Tann’s efforts in Indochina and the rest of Southeast Asia.

Brian’s core areas of practice are in private-equity mergers and acquisition and venture capital financing and fundraising. He specialises in complex cross-border transactions and has assisted with the growth of many companies regionally. He also advises the government of Singapore on various venture capital and start-ups initiatives, and has journeyed with various start-ups in their push to expand into Southeast Asia. He has been recognized by the IFLR1000 2017 edition as a Leading Lawyer and the Singapore Business Review as one of Singapore's 40 most influential lawyers aged 40 and under in 2016. In addition, he has also been recognized in the 2015 and 2016 editions of Best Lawyers in Singapore for Corporate Law.

Experience
Mergers and Acquisitions 
  • Advised Hong Kong garment manufacturer Crystal Group in its acquisition of a group of sportswear and outdoor apparel manufacturing companies in Singapore, Malaysia, Cambodia and Vietnam.
  • Advised Ho Chi Minh City Infrastructure Investment Joint Stock Company ("CII") against Metro Pacific Tollways Corporation ("MPTC") in an approximately US$87 million investment by MPTC into CII’s subsidiary by way of a direct purchase of equity and a subscription of convertible bonds issued by CII.
  • Advised Fairfax Financial Holdings in its strategic investment into HOSE-listed BIDV Insurance Corporation Advised for approximately US$60 million
  • Advised Fortis Healthcare Group on its setting-up of a presence in Vietnam in connection with the US$64 million acquisition by Fortis of 65% of the Hoan My Hospital Group in 2011.
  • Advised Fortis Healthcare Group on its disposal of its entire stake in Fortis Hoan My Hospital Group for US$80 million to Chandler Corporation in one of the largest private M&As in Vietnam in 2013.
  • Advised Anhui Conch Cement Company Limited in the US$250 million acquisition of one of the largest cement producers in Vietnam.
  • Advised OJI Holding Corporation in a number of acquisitions of strategic interests in Vietnam manufacturing companies, including public non-listed companies.
  • Advised on the acquisition by Mizuho Asean Investment L.P. of the California Fitness and Yoga chain in Vietnam.
  • Advised the Salim Group on the investment into the Hiep Thanh group of Vietnamese companies. Transaction value approximately US$37 million.
  • Advised Vinacapital funds on a number of investments and divestments, as well as financing matters.
  • Advised Ho Chi Minh City Infrastructure Investment Joint Stock Company (State-Owned Enterprise) on the disposal of one its operating subsidiaries (Thu Duc Water BOO Corp) to Manila Water (listed on the Philippines Stock Exchange). Transaction value around US$40 million.
Venture Capital and Start-Ups
  • Advised the National Research Foundation (Prime Minister’s Office, Singapore) on its various start-up incubator and venture capital investment schemes.
  • Advised the National Research Foundation on the setting up and administration of the Early Stage Venture Fund III with Wilmar International, Declout, YCH Group and Capitaland.
  • Advised the National Research Foundation on Techventure and SLUSH, one of the biggest annual events amongst the technology and start-up community in Singapore.
  • Advised Steadview Capital in relation to its investment in Flipkart.
  • Advised PT KerjaDulu in relation to a seed round of financing from P.T. MNC Media Investasi.
  • Advised Happyfresh group and various investors as lead counsel for:
    (a) Series A round of financing from Vertex Venture Holdings as lead investor, in an investment round that included Sinarmas Digital Ventures and 500 Startups; 
    (b) Series A extension round of debt financing with warrants coverage from Samena Capital; and 
    (c) Series B round of financing led by Samena Capital in a round that included Sinar Mas Digital Ventures, Endeavour Catalyst and Vertex Ventures.
  • Advised Happyfresh group regionally in relation to its operations in Indonesia, Malaysia, Thailand and Singapore.
  • Advised Paktor Pte. Ltd. and various investors as lead counsel for:
    (a) Series A round of financing from Vertex Venture Holdings, a Temasek-linked fund;
    (b) Series B round of financing from Vertex Venture Holdings as lead investor, in an investment round that included Convergence Ventures and Majuven;
    (c) Series B Plus round of financing from Pavilion Capital as lead investor, in an investment round that included Yahoo Japan’s YJ Capital, P.T. MNC Media Investasi, among others; and
    (d) Series B Plus extension round of debt financing with options coverage.
  • Advised Paktor Pte. Ltd. and Taiwan’s Machipopo, Inc. in the merger of both companies and a pre-closing fundraising round by Paktor.
  • Advised M17 Entertainment Ltd. in its US$40 million Series A fundraising round led by Japan’s Infinity Venture Partners, participated by Korea’s KTB Ventures, Yahoo Japan, Vertex Ventures and Golden Summit Capital, amongst others.
  • Advised Grabtaxi Singapore on the setting-up and consolidation of operations in Vietnam.
  • Advised Zalora Vietnam and Recess Vietnam on miscellaneous operational issues.
  • Advised 701 Search Pte Ltd, a subsidiary of Singapore Press Holdings, on setting-up and consolidation of operations relating to the “Cho Tot” job search platform in Vietnam.
Banking and Finance
  • Advised Hoang Anh Gia Lai, one of the largest HOSE listed companies, on 2 project financing transactions involving credit facilities granted by BIDV and issuance of bonds in Vietnam, secured by assets in Lao (PDR) and Cambodia.
  • Advised Chandler Corporation on a US$50-US$70 million convertible bond subscription into Masan Group Corporation (HOSE-listed, acquired by KKR in 2011). Advised on second round of subscription in April 2012.
  • Advised UOB in the grant of 2 cross-border term loan facilities to Keppel Land in Vietnam. Total commitment value of both facilities around US$70 million.
  • Advised Standard Chartered Bank on the grant of a cross-border trade finance facility (term and revolving) granted to a Vietnamese borrower. Commitment value US$14 million.
  • Advised China EXIM Bank on the grant of cross-border hydropower project financing facilities in Laos involving onshore (Laos) security. Commitment value US$64 million.
  • Advised Maybank on the grant of a cross-border secured term loan and revolving credit facilities to a foreign-invested Vietnamese borrower. Security included real property, fixed and future assets. Commitment value US$9million.
  • Advised DBS Bank (Vietnam) on various regulatory and compliance matters in relation to Vietnam operations.
Miscellaneous Regional Advisory
  • Retained by restaurant chain Crystal Jade Group for miscellaneous matters across South East Asia.
  • Retained by Monsanto Group for miscellaneous matters across South East Asia.
  • Retained by online grocer ICart Group for miscellaneous matters across South East Asia.
  • Retained by social entertainment platform M17 Entertainment for miscellaneous matters across South East Asia and Taiwan.
  • Advised a number of international clients and multinational groups on employment and human resource matters, including Marel, Towers Watson, Marks and Spencer, NetApp, Menarini and Wipro. Matters advised on include termination of employment, redundancy schemes, employment law compliance issues, secondments / placements of foreign expatriates, service and labour agreements and arrangements etc.
Memberships / Directorships
  • Member, Singapore Academy of Law
  • Member, Law Society of Singapore