Partner
Tan Kong Yam
Tel : +603-2780 2868
Email : kongyam@kaaplaw.com
Kong Yam is a founder partner of the Firm. He read in the chambers of Kadir Kassim at Kadir, Tan & Ramli, and thereafter served as a legal assistant in Kadir, Tan & Ramli until 2000, after which he was made a partner.
Kong Yam currently heads the Firm’s corporate practice, and his experience encompasses mergers and acquisitions, capital markets, financial services advisory, corporate real property (including real estate investment trusts) and general corporate advisory and transactional matters.
QUALIFICATIONS
- Bachelor of Laws (Honours) from the London School of Economics and Political Science, University of London (1994)
- Master of Laws from the London School of Economics and Political Science, University of London (1995)
- Barrister-at-law of Lincoln’s Inn
ADMISSIONS & MEMBERSHIPS
- Bar of England and Wales (1996)
- Malaysian Bar (1997)
EXPERIENCE
Mergers & Acquisitions
Acquisition pursuant to a competitive auction process of a leading 600-bed health facility in Penang for approximately RM3.9 billion
Advised DRB-HICOM Berhad and its wholly owned subsidiary, Composites Technology Research Malaysia Sdn Bhd in relation to the acquisition of Spirit AeroSystems Malaysia Sdn Bhd for approximately USD 110.62 million in a competitive auction process
The merger of three large diversified groups with eight (8) listed entities emerging as the enlarged Sime Darby Group – the most complex corporate acquisition in Malaysia’s corporate history and multiple award-winning transaction
Acted as a counsel to Gamuda Berhad and Lingkaran Trans Kota Holdings Berhad for the disposal of all the securities (including all ordinary shares, preference shares and loan stocks, where applicable) of Kesas Sdn Bhd, Sistem Penyuraian Trafik KL Barat Sdn Bhd, Lingkaran Trans Kota Sdn Bhd and Syarikat Mengurus Air Banjir & Terowong Sdn Bhd to Amanat Lebuhraya Rakyat Berhad
The acquisition and merger of all the assets and liabilities of Sunway City Berhad and Sunway Holdings Berhad, for the listing of the new enlarged merged entity known as Sunway Berhad
The RM1.27 billion triple privatisations of Samling Global Limited (a company listed on the Hong Kong Stock Exchange), Lingui Developments Berhad and Glenealy Plantations (Malaya) Berhad by way of concurrent schemes of arrangement sanctioned by the courts
The RM5 billion privatisations of KFC Holdings (Malaysia) Berhad and QSR Brands Bhd via the disposal of assets and liabilities route
RM1.3 billion acquisition of Proton Holdings Berhad (the national car company) that triggered a mandatory general offer and compulsory acquisition culminating in Proton being taken private by DRB-Hicom Berhad
Acted for the Singapore Government’s investment arm in its acquisition of a substantial stake in Malaysian Plantations Berhad (which held the Alliance banking group) through a joint venture arrangement with local investors
Acted as counsel to Boustead Holdings Berhad in respect of the conditional voluntary take-over offer made by Lembaga Tabung Angkatan Tentera to acquire all the remaining ordinary shares in Boustead Holdings Berhad not already held by Lembaga Tabung Angkatan Tentera
Acted as counsel to UMW Holdings Berhad in relation to the unconditional mandatory take-over offer by Sime Darby Enterprise Sdn Bhd to acquire all the remaining ordinary shares in UMW Holdings Berhad not already held by Sime Darby Enterprise Sdn Bhd and Sime Darby Berhad
Acted as counsel to Cycle & Carriage Bintang Berhad in the voluntary take-over offer by Jardine Cycle & Carriage Limited to acquire all the remaining ordinary shares in Cycle & Carriage Bintang Berhad not already held by Jardine Cycle & Carriage Limited and the de-listing of Cycle & Carriage Bintang Berhad from the Official List of Bursa Securities
Acted as legal counsel to Johor Corporation and its special purpose vehicle JLand Sdn Bhd (then known as Absolute Ambient Sdn Bhd) in relation to the acquisition of 49.57% of the total issued and paid-up ordinary shares in Damansara Holdings Berhad which triggered a mandatory general offer thereafter
Selective capital reduction and repayment exercise for the privatization of various public listed companies including: (a) Tanah Makmur Berhad (b) Kwantas Corporation Berhad (c) Tradewinds Corporation Berhad (d) Integrax Berhad (e) Damansara Holdings Berhad (f) Lingkaran Trans Kota Holdings Berhad (g) MPHB Capital Berhad
Acted as counsel to Etika Automotive Sdn Bhd in a joint venture arrangement with Zhejiang Geely Holding Group Co., Ltd to acquire 100% equity interest in Lotus Advance Technologies Sdn Bhd from Proton Holdings Berhad
The disposal of all the equity interest of Uni.Asia Life Assurance Berhad (now known as Gibraltar BSN Life Berhad) to a special purpose vehicle owned by Prudential Financial, Inc of the USA and Bank Simpanan Nasional (BSN)
The disposal of 68% of the entire equity interest in Uni.Asia General Insurance Berhad (now known as Liberty Insurance Malaysia Berhad) to Liberty International Holdings, Inc
Advised the vendors cum founders of a plastic moulding/manufacturing group in the disposal of 70% interest in such group to a renowned Japanese private equity fund through its special purpose vehicle for a total consideration of approximately RM223,302,400
Acted for Integrated Logistics Berhad on the disposal by its subsidiary, Integrated Logistics (H.K) Limited (a company incorporated in Hong Kong) of its entire equity interest in Integrated Etern Logistics (Suzhou) Co Limited (a company incorporated in China) to SWJ CN Logiport Pte Ltd (a company incorporated in Singapore), a company managed by LaSalle Investment Management Asia Pte Ltd for RM128.7 million
The disposal through a sale auction process by John Master Industries Berhad of its entire business and undertakings including all its assets and liabilities, paving the way for its listing status to be taken over by Sinotop Holdings Berhad
Acted as counsel to TRIplc Berhad (“TRIplc”) for its internal reorganisation via a scheme of arrangement; and thereafter, the disposal of the entire equity interest in the TRIplc by its original shareholders to Puncak Niaga Holdings Berhad for a cash consideration of RM210 million
During the period of consolidation of the Malaysian financial institutions, acted as deal counsel in the acquisitions of Kwong Yik Bank, Sime Bank, Delta Finance, Interfinance and the subsequent mergers of these licensed institutions with RHB Bank. Subsequently, advised RHB Bank on the acquisition and take-over of Bank Utama at a purchase consideration of approximately RM1.6 billion.
Equity Capital Market
Advised the joint global co-ordinators, joint book runners and underwriters in the initial public offering (“IPO”) (involving a Reg S offering) of Leong Hup International Berhad
Advised the joint global co-ordinators, joint book runners and underwriters in the IPO (involving a Reg S offering) of Lotte Chemical Titan Holding Berhad
Advised EcoWorld International Berhad on its IPO (involving a Reg S offering) valued at RM2.58 billion
Advised as Malaysian legal counsel for the sole sponsor, joint global coordinators and joint bookrunners in relation to the listing of BGMC International Limited on the main board of the Hong Kong Stock Exchange involving a global offering of 450,000,000 shares
Advised as Malaysian deal legal counsel in relation to the listing of Samling Global Limited on the main board of Hong Kong Stock Exchange. The global offering of 1.05 billion shares (prior to the exercise of the over-allotment option), priced at the top end of HKD2.08 per offer share, raised gross proceeds of approximately HKD2.184 billion prior to the exercise of the over-allotment option
Acted as counsel to Ranhill Energy and Resources Berhad for the back-door listing of its wholly-owned subsidiary, Ranhill Holdings Berhad. The initial public offering involved a reverse take-over using the listing status of Symphony House Berhad as an alternative route to listing
Acted for Valuecap on the establishment and listing of the country’s first national exchange traded fund (ETF) which is also Asia’s first Shariah compliant ETF
Other notable IPOs include Sunway Construction Group Berhad (underwriters’ counsel), MSM Malaysia Holdings Berhad (underwriters’ counsel) and Tanah Makmur Berhad (underwriters’ counsel), Crest Group Berhad (issuer’s counsel)
The issuance by RHB Bank of USD150 million Subordinated Notes due 2013 Callable with Step-Up in 2008 and RHB Bank RM800 million Subordinated Tier-II Debt due 2012 callable with Step-Up in 2008 which was nominated for the IFLR Debt Equity Linked Deal 2002
The restructuring of USD200 million Exchangeable Bonds of a public listed company by conversion into USD265 million secured bonds with 340 million Malaysian call warrants exercisable for ordinary shares in the public listed company
The issuance by Khazanah Nasional Berhad of RM1 billion bonds and the offering of Khazanah’s 31 million fully collateralized covered warrants with shares of three underlying public listed companies having a conversion value of RM1.8 billion.
Commercial Real Property & REITS
The exchange of assets consisting of (i) shares in companies holding commercial real properties and (ii) several large pieces of industrial lands with a value of RM1.6 billion between DRB-HICOM Berhad and other private companies
Acted as counsel to China Railway Group Limited in a joint venture arrangement with Iskandar Waterfront Holdings (IWH) to acquire 60% equity interest in Bandar Malaysia for RM7.41 billion from 1MDB Real Estate Sdn Bhd
Establishment and initial public offering of Quill Capita Trust (a real estate investment trust) and the initial acquisitions of various properties in Cyberjaya by Quill Capita Trust (i.e. BMW building, DHL 1 & 2 buildings, HSBC centre)
Advised the joint global coordinators, joint bookrunners and joint underwriters for the establishment and listing of Sunway Real Estate Investment Trust (“Sunway REIT”) valued at approximately RM4.5 billion
Acted as counsel to QCT (now known as Sentral REIT) on its acquisition of Platinum Sentral office building in KL Sentral for a total purchase consideration of RM740 million satisfied in a combination of cash and consideration units of QCT. The transaction was the first reverse takeover of real estate investment trust in Malaysia
Acted as counsel to MRCB-Quill REIT (now known as Sentral REIT) (“MQREIT”) on its acquisition of a 33-storey office tower known as Menara Shell located at KL Sentral from a subsidiary of its major unitholder, Malaysian Resources Corporation Berhad, MRCB for a total purchase consideration of RM640 million fully satisfied in cash