The Corporate & Financial Services Regulation practice group of Harry Elias Partnership LLP recently advised SWTS Holdings Limited in their disposal of all the equity interests in SWTS Asia Pte. Ltd. (the “Target”) to I-STAR Investment Asia Pte. Ltd. and SANKYU Southeast Asia Holdings Pte. Ltd., special purpose vehicles incorporated in Singapore by ITOCHU Corporation (a Japanese general trading company) and SANKYU INC. (a Japanese company engaged in logistics, plant engineering and maintenance business), respectively.
The Target is primarily engaged in the business of operating plant equipment maintenance business in Southeast Asia, including critical equipment used in oil refineries, petrochemical plants, power plants, and vessels. The Target is headquartered in Singapore and operates in Thailand, Vietnam, Indonesia, Malaysia and other countries with approximately 700 technical staff.
Given the size and nature of the transaction, this matter involved extensive and detailed negotiations of the sale and purchase agreement, particularly in relation to risk allocation, warranty and indemnity protection, and completion deliverables. In addition, significant effort was devoted to structuring and coordinating the completion mechanics, including the satisfaction of conditions precedent, sequencing of completion deliverables, and alignment among various stakeholders, ensuring a smooth and timely closing.
Partner Claudia Teo led the transaction, ably assisted by Partners Huang Zhihao and Tan Tien Wei, Senior Associate Kong Zhen Yong and Associate Zane Chong.