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Brian Ng

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

Practice Area:

General Corporate Commercial

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

T +65 6232 0387
E brian.ng@rajahtann.com

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

Praised as a "deal maker" who "knows exactly what to do and how to do it properly”, Brian has been ranked in Chambers Asia Pacific 2022 for being well-versed in advising founders, investors and VC funds on startup financing, and for his vast experience acting for emerging companies on financing rounds.

He has also been recognised by IFLR1000 as a Highly Regarded Lawyer in 2021 / 2022 and has been consistently recognised by Best Lawyers in Singapore for Corporate Law since 2016. Additionally, Brian was named by Singapore Business Review as one of Singapore's 40 most influential lawyers aged 40 and under in 2016.

Brian’s core areas of practice are in private-equity mergers and acquisitions, venture capital fundraising and financing. 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 high-growth companies in their push to expand into South East Asia.

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.

Experience
Private Equity Mergers and Acquisitions
  • Advised TrueCommerce, a leading global cloud provider of supply chain and trading partner connectivity, integration, and omnichannel solutions, in its acquisition of DiCentral, a leading global B2B and API solutions provider.
  • Advised a consortium led by Exacta Capital Partners and Aura Group in the acquisition of the Anytime Fitness master franchise licence in Taiwan, Hong Kong, Macau, Singapore and the rest of Southeast Asia, as well as various gym outlets and gym management businesses across Southeast Asia.
  • Advised founders of BLK J in the disposal of a controlling stake to Havas Group.
  • 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 High-Growth
  • Advised Indonesian savings and investments platform Pluang in its Series B fundraising round led by Squarepeg.
  • Acted for regional e-grocer iCart Group Pte. Ltd. (HappyFresh) in its Series D fundraising.
  • Advised SCB10x in its Series B investment into Bangkok-based full-stack insuretech Sunday Ins.
  • Advised Indonesian savings and investments platform Pluang in its Series A fundraising.
  • Advised Provident Capital in its co-investment with the International Finance Corporation in GoPay's Series A / GoJek's Series F fundraising round.
  • Acted for JD.com, Inc and Provident Growth Fund II LP in the Series C fundraising of Pomelo Fashion Pte. Ltd.
  • Acted for Quona Capital in its Series A investment into Indonesia based E-commerce marketplace Ula.
  • Advised Economic Development of Singapore (EDB) New Ventures on its investment in Next Gen Foods.
  • Advised Economic Development of Singapore (EDB) New Ventures on its investment in Aquaeasy Pte. Ltd.
  • Advised Economic Development of Singapore (EDB) New Ventures on its investment in Gaming Space.
  • Advised Economic Development of Singapore (EDB) New Ventures on its investment in Obvio Health Pte. Ltd.
  • Advised Economic Development of Singapore (EDB) New Ventures on its investment in Storms, a joint venture among SingTel, AIS and SK Telecom.
  • Advised Insignia Ventures Partners as lead investor in the seed fundraising round of Float Foods.
  • Advised M17 Entertainment Limited in its joint venture with a partner to carry on the business of video entertainment and live streaming services.
  • Acted for M17 Entertainment Ltd. in its proposed listing on NYSE.
  • Acted for iCart Group Pte. Ltd. (HappyFresh) in its Series C fundraising.
  • Advised Circles Life, a Singapore digital telco, in its Series A fundraising.
  • Advised Sunday Ins, a Southeast Asia-based insurtech startup, in its convertible debt fundraise from SCB10X, LINE Ventures, Vertex Ventures and Quona Capital.
  • Advised Quona Capital as lead investor in the pre-Series A fundraising round of Bukuwarung, a financial solutions platform.
  • Advised PT Esensi Solusi Buana, a restaurant technology platform, in its US$3 million Series A fundraising round led by Beenext and AC Ventures.
  • 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