ExpertiseCorporate and M&A

Business combinations and acquisitions in Myanmar usually involve the formation of joint ventures between foreign and local investors. Foreign investors may associate with local enterprises, with or without a transfer of pre-existing business or real estate assets to the new joint venture company. Our clients look to us for advice on how Myanmar law treats the liabilities, structure and documentation of the transaction. More importantly, perhaps, clients need guidance on how the deal should actually be implemented. We bring our deep understanding of local practices and Government expectations to the table.

We provide assistance on some of the largest M&A and joint venture transactions in Myanmar, such as the joint venture between the Japanese Government and the Myanmar Government in relation to the Thilawa Special Economic Zone

VDB Loi has repeatedly been awarded for its transactional skills, including by Acquisition International and Dealmakers.

BACKGROUND CHECKS ON POTENTIAL LOCAL JOINT VENTURE PARTNERS

We will conduct a limited due diligence on the local Myanmar company. This includes a search of government records to ensure such company is registered and not limited in any way from doing business in Myanmar, and a due diligence on the licenses and approvals that the local partner would transfer to the joint venture company. We will also delve into the corporate history of such company and uncover any negative publicity it or persons associated with it have received in the local Myanmar language press. Further, we will identify if such company and its associated persons are the subject of an applicable sanctions regime.

JOINT VENTURES

We have extensive experience in drafting and reviewing the transactional documentation of joint ventures in Myanmar, such as the term-sheet or memorandum of understanding (MOU), joint venture agreement, shareholder agreement, asset transfer contracts, management contracts and option agreements. We start by advising the client very clearly how the deal must come together under Myanmar law and practice, such as how and when the land, the assets, the operating license and the capital are transferred.

Our service includes:

  • Review for compliance with Myanmar law of the joint venture agreement and any non-definitive agreements, such as term sheets or memoranda of understanding
  • Advice on the implementation of the provisions under Myanmar law
  • Advice on points relating to the structure, provisions of the term sheet that cannot operate or cannot operate efficiently in view of Myanmar law or practices
  • Advice on the feasibility and working of any conditions precedent under Myanmar law
  • Advice to prevent tax inefficiencies
  • Advice on the implementation of the provisions under Myanmar law, keeping in mind time delays, administrative processes, documents required

CORPORATE AND TAX STRUCTURE ADVISORY

A combination of three particular skill sets make our firm uniquely placed to meet client needs for structuring solutions: our practical approach, our unrivaled experience with investment and operating licenses, and our tax skills. Being able to integrate these three aspects effortlessly right in the conference room saves precious time in devising the right corporate structure that ticks all the boxes.

The firm is renowned for its superior tax knowledge in Myanmar. Few firms are able to field a highly experienced tax advisory team in Myanmar, let alone with an engaged, resident tax partner. At VDB Loi, both resident partners have backgrounds as highly accomplished tax specialists with global firms, which is a unique proposition. The firm provides technical assistance to tax and customs authorities in Myanmar and throughout the region.

A good example of how these different skills come together can be found in our representation of beverage manufacturers, cigarette manufacturers and downstream oil and gas distributors. Because of the indirect taxes on these products, an incorrect corporate structure will trigger prohibitive tax inefficiencies. We have advised leading US and EU multinationals in these industries to navigate such challenges on their investments in Myanmar.

To cite another example, during our representation of a Japanese consortium in a transaction with a Myanmar SOE regarding an investment in infrastructure, our deep understanding of the liabilities associated with Myanmar land laws, land use regulations and construction permits allowed us to advise on the best path forward for the proposed transfer of infrastructure.

Our clients most often need assistance and advice in relation to a wide range of aspects of their project structure, including:

  • Foreign ownership restrictions
  • Shareholding structure options
  • Required operating permits
  • Capitalization
  • Financing and security
  • Profit extraction
  • Foreign exchange issues
  • Importation
  • Land lease rights

PRIVATE EQUITY

Foreign funds and investment companies are slowly moving from raising funds to making investments in Myanmar. VDB Loi’s lawyers and advisors have extensive experience with every phase of the PE cycle, from local assistance with fund formation and licensing, to due diligence, transactional documentation, restructuring, financing and divestment. The firm has assisted funds or investment companies that are publicly listed on exchanges in Singapore, London and Hong Kong, as well as traditional private equity funds hailing from the Cayman Islands or the British Virgin Islands.

Our PE clients value our partners’ ability to “get right to the point” and our preference for clear transactional documentation without unnecessary complexity.

VDB Loi has assisted some of the largest investment funds in Southeast Asia in relation to the organization or their investments. For example, the firm’s partners have assisted a US$2B Vietnam PE investment fund with structuring its investment in a major resort and reorganizing its international shareholding structure. The partners also advised the manager of seven investment funds specializing in Vietnam and Indochina, and acted on the divestment by a US$270M real estate investment fund in Cambodia and Vietnam.
In Myanmar, VDB Loi has assisted a number of investment companies and funds with their transactions. For example, we assisted an international fund with the structuring of a real estate investment in the hospitality sector. The client selected us for our solid knowledge of Myanmar law, our team’s ability to communicate clearly and our capacity to drive approvals as fast as possible through Government channels.

Read this briefing note on the 10 key points of attention for private equity in Myanmar here.

CAPITAL MARKETS

A strong local counsel is the perfect ally in an IPO or a private placement exercise to raise equity for Myanmar assets. Understanding how a deal comes together in reality, with all the nuts and bolts, significantly reduces completion risk. As local counsel, we are able to guide clients toward the more feasible and tax-efficient structures, assisting with pre-IPO restructuring and the reorganization of the corporate structure to rationalize operations and reduce unnecessary liabilities.
VDB Loi has a special license to provide legal services in relation to capital markets in Cambodia and Indonesia. We have prepared IPOs in Cambodia and in Vietnam, and our lawyers assisted clients with their IPOs and admittance projects on the Singapore Exchange, London Stock Exchange and the Australian Securities Exchange.

PAST EXPERIENCE

Acquisitions and Disposals

  • Assisted the Japanese Government in its acquisition of a shareholding in the Thilawa SEZ development company 
  • Assisted on Myanmar, Cambodian, Vietnam law and the Asian tax structure in connection with the disposal of all the Asian subsidiaries of a Dutch multinational engineering company 
  • Disposal of a US$50 million hospitality asset in Yangon, Myanmar, acting for the seller
  • Acquisition and financing of a US$28 million hospital in Indonesia
  • Advising on the proposed acquisition of a producing gas asset and a pipeline asset to be disposed by a Fortune 500 oil and gas company
  • Acquisition of a cluster of tower companies in Vietnam, acting for the purchaser
  • Advised on the purchase of an equity interest in a fiber optic cable company, which owns and operates fiber assets in Cambodia and Myanmar, on matters related to due diligence and transaction documentation
  • Acquisition of the entire shareholding of a Cambodian microfinance institution, acting for the purchaser

Foreign Investment

  • Multibillion dollar greenfield market entry and licensing of one of the two first foreign mobile network operators in Myanmar
  • Acquisition of a US$300 million nickel smelter project in Indonesia
  • Acquisition of a mining company in Laos
  • Advising a worldwide soft-drink brand on its manufacturing, logistics and distribution in Myanmar
  • Advised a South Asian commercial airline on setting up their presence in Myanmar
  • Advice in connection with the renegotiation of a mineral mining concession in Laos, the largest foreign investment in the country
  • Assisted with the market entry and registration of an oil and gas super-major in Myanmar
  • Secured the licenses and assisted with the market entry of a foreign bank in Cambodia
  • Secured licenses and implemented the market entry in Myanmar for the numbers 1, 2 and 3 global market leaders in data networking and telecommunications equipment
  • Acted for a Southeast Asian bank, one of the winners of the foreign banking license, to register their branch in accordance with the requirements of the Central Bank of Myanmar
  • Obtained license for a securities company in Myanmar, authorized to deal on the Yangon Securities Exchange
  • Obtained MIC permit and all other licenses for two tower companies in Myanmar
  • Acting for a Japanese multinational, a manufacturer of packing materials, to obtain the necessary licenses issued by the MIC and the DICA
  • Represented a European chemical concern for its greenfield investment in a paint factory in Myanmar
  • Acting on the investment in a greenfield steel products manufacturing facility in Myanmar
  • Obtained the MIC permit and other licenses for a high technology information carrier business

Joint Ventures

  • Acted for a large state-owned enterprise in Myanmar to administer a tender, negotiate the joint venture agreement with the winner and incorporate a joint venture with an independent energy company in the aviation fuel sector
  • Acted for a global beer brand on its market entry and joint venture in Myanmar for the production, logistics and distribution of beer products
  • Acting for a Japanese technology giant and a leading Myanmar communications company on their joint venture to create Myanmar’s largest ISP
  • Advised a Japanese telecommunications firm on structuring a joint venture, Myanmar corporate and investment law, and tax structure of the transaction
  • Assisted a foreign investor with its investment and joint venture for one of the largest shopping malls in Cambodia
  • Advised a high profile real estate joint venture comprising 6 residential towers on the structure, joint venture documentation, financing and licensing in Myanmar
  • Negotiated the joint venture agreement and joint operating agreement for exploration of an oil and gas block representing a North-American oil company in Myanmar

Private Equity

  • Advising a real estate private equity fund on land, corporate structuring and tax controversy matters in Cambodia
  • Advising and opining on the Cambodia and Vietnam law issues of the formation and operation of an investment fund
  • Sale of two resort islands on the coast of Cambodia, acted for the seller, a real estate PE fund
  • Acquisition by a real estate PE fund of US$40 million worth of assets in Vietnam “For something really novel which requires think

Restructuring

  • Acted for the Myanmar Government on the corporatization project of the department of Myanmar Posts and Telecommunications into a commercial company
  • Corporate workout of a US$100 million holiday resort project in Cambodia
  • Assisted clients with legal proceedings involving an insolvent mobile operator in Cambodia
  • Assisted a Malaysia-based airline with its restructuring in Myanmar, including transfer of operations, licenses, tax implications and various labor issues

Capital Markets

  • Engaged on two of the first IPOs on the Yangon Securities Exchange
  • Restructured the owner of a transmission line before its IPO on the CSX in Cambodia
  • Assisted with listing and restructuring of a company, on AIM, London Stock Exchange
  • Assisted both with capital market transactions and bond market transactions for the Myanmar portion of a number of prospectuses lodged in overseas stock markets
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