Kelvin is a Partner in CLO’s Corporate Practice Group. He was called to the Bar of England & Wales in 2007 and to the Malaysian Bar in 2008. He specialises in Mergers & Acquisitions, Foreign Investment, Real Estate, Employment, Regulatory and Compliance and General Corporate & Commercial Law.
He has advised many companies in a wide array of sectors on acquisitions and disposals of shares and assets, particularly those with a cross border element. Kelvin also advises on their investments and operations including on shareholders’ participation and joint ventures, corporate restructuring, regulatory applications and licensing, management agreements, distribution arrangement, corporate governance and corporate and commercial advisory.
He also regularly acts for property developers on real estate development matters including on land acquisition and lease (including leaseback). He also advises on matters relating to the development and management of real estate.
Kelvin was rated as a Leading Lawyer – ‘’Notable Practitioner’’ in IFLR1000 (2023-2024) in Mergers & Acquisition.
He was described as a “corporate expert” in Legal 500 and is recognized in the areas of Corporate & M&A and Real Estate.
He was recently ranked as a Leading Lawyer in Legal 500 Asia Pacific 2024 in Employment Law.
In Asialaw Profiles, he was also described as “excellent…good at corporation law, specialized in different sectors”.
Kelvin also regularly advises and undertakes speaking engagements on compliance matters such as anti-money laundering, anti-corruption and forced labour matters. He featured at the ALB Malaysia In-House Legal Summit (2018) and was also invited to provide trainings to PETRONAS, Bank Negara Malaysia, and Iskandar Development Authority.
EXPERIENCE
Real Estate
- Acting for the Geely Group, a Chinese automotive group in relation to its investment, corporate joint venture, acquisition of land and the development of the Automotive High-Tech Valley (AHTV) in Tanjung Malim, Malaysia. Geely’s investment in Malaysia is valued at RM40 billion and is Malaysia’s largest investment project in FY2023/FY2024.
- Acting for a Taiwanese manufacturer of printed circuit boards in relation to their acquisition of a hotel building in Penang, Malaysia.
- Acted for a Taiwanese autoparts manufacturer in relation to its due diligence exercise and proposed acquisition of an industrial lot in Selangor, Malaysia to commence its manufacturing operations.
- Acting for Eve Energy, a leading manufacturer of lithium batteries that is listed on the Shenzen stock exchange in conducting due diligence exercises on 16 site location in West Malaysia which comprises of approximately 50 pieces of lands, and acting for its subsidiary in the acquisition of 23 pieces of lands in Kedah, Malaysia for the purpose of the development of its industrial manufacturing hub in Malaysia. The investment value is valued at RM1.9 billion.
- Acting for a subsidiary of a public listed real estate developer in relation to its proposed disposal of its chiller plants in Selangor.
- Advised a Singapore-based manufacturer of steel in relation to its proposed bidding, structuring of transaction and acquisition via public auction of a private island in Malaysia. This island is unique as the ownership of the island is held via a 999-year lease and the transaction is valued at RM120 million.
- Acted for a Malaysian subsidiary of China Vanke, one of the world’s largest residential property developers by revenue and listed in the Shenzhen stock exchange in China in relation to its acquisition of a 7.4-acre tract (16 plots) of lands located within the Kuala Lumpur’s Golden Triangle to be developed into as part of a multi-billion-ringgit mixed development project.
- Acted for ALPHA Reits, an unlisted Islamic real estate investment trust owned by the EPF on its acquisition of Eaton International School, Kajang, Selangor to be injected as assets underits real estate investment trust.
- Acted for an Islamic real estate investment trust on its proposed acquisition of an international school in Cyberjaya, Selangor.
- Acted for CI Medini Sdn Bhd in relation to its proposed joint development with Library Mall Development Sdn Bhd, a wholly owned subsidiary of Sunsuria Berhad to develop a 6-storey stratified commercial lot named as Pusat Perdagangan ION Akses in Johor, Malaysia. The gross development value of the project is estimated at RM 187 million.
- Advised a public listed property developer on issues arising out of its subsidiary’s joint development project with PR1MA, the Malaysian government agency responsible for the marketing of affordable housing in Malaysia.
- Advised a mid-sized local property developer on the development of a commercial cum retail development in Kuala Lumpur. The legal work for the development included advice rendered on the acquisition, amalgamation, and subdivision of land for the development, establishment of subsidiaries, licensing and regulatory aspect, project management, financing, sale and purchase of office suites, leases and tenancies of anchor tenants, retail tenancies, franchising, property management, supply of goods, services and utilities services, licensing of trademarks, corporate governance and general advisory. Gross development value in excess of RM 500 million.
- Acted for a subsidiary of a Chinese property developer in Malaysia in relation to its proposed redevelopment of a government owned building in Kuala Lumpur as part of a public-private collaboration arrangement.
- Acted for a foreign owned property developer in relation to the acquisition of a shopping mall in Kota Tinggi, Johor for RM 20 million the purposes of redevelopment.
- Acted for a Malaysian property developer subsidiary of a conglomerate listed on the Malaysian stock exchange in relation to its proposed joint venture with a British charitable organisation to set up an educational institution in Malaysia.
- Acted for a wholly owned subsidiary of a public listed company in Malaysia in relation to its acquisition of 8.23 acres of land in Penang for a consideration of RM8.6 million.
- Advised a public listed property developer on the planning and development of its proposed multi-billion mixed development project in Selangor which would comprise of a retail mall. Our advice includes advising on regulatory and licensing approvals required, project timetable, strata planning, advertising, and marketing and financing of the project.
- Advised a subsidiary of a public company previously listed on the Singapore stock exchange in relation to the disposal of its land and factory in Johor for RM12 million.
- Acted for Pyrometro Services (M) Sdn Bhd in relation to its disposal of 3 pieces of real estate to its founding shareholders in a sale and leaseback arrangement.
- Advised Home Product Centre (HomePro), a home improvement retailer listed on the Thai stock exchange, in relation to its tenancy of retail spaces (as anchor tenant) in shopping malls throughout Malaysia.
- Acted for an independent power producer in the sub-lease of land used for shared facilities in relation to the operation of a coal plant in the state of Johor.
- Acted for a Singaporean international specialist eye centre in respect of the lease of a commercial premise for use as its medical centre in the state of Penang.
- Acted for Europe’s largest plastics moulding manufacturer in relation to the tenancy of its industrial lot in Senai Industrial Estate in Johor.
- Advised a French automobile parts manufacturer on its proposed tenancy of several blocks of hostels for the use of its foreign workers in the state of Penang.
- Acted for a developer of biotechnology infrastructure in Malaysia in relation to the build and lease of customized or standard specification industrial lots within an industrial park in the state of Johor.
- Acting for a UK based software consulting on its proposed tenancy of 3 floors of office units at Exchange 106, the tallest office building in Malaysia.
- Advised a subsidiary of a real estate developer, listed on the Kuala Lumpur stock exchange in relation to its hotel operating service agreement, system licence agreement, centralised services agreement with the Starwood Hotels Group, for the operation of a 5-star hotel in Langkawi.
- Acted for HL Global Enterprises Limited in relation to its subsidiary’s acquisition of all the issued shares of Augustland Hotel Sdn Bhd (owner of Copthorne Hotel Cameron Highlands) for RM 16.5 million.
- Acted for a private investment holding vehicle in the disposal of 100% of its shareholdings in four companies which wholly own four luxury hotels in Malaysia in connection with the settlement of a dispute with the former owner of the hotels.
- Advised a real estate developer owner of a leading hotel in Langkawi in relation to the termination of its hotel management agreement with General Hotel Management (GHM).
- Advised the Raffles Group, Singapore in relation to a hotel management agreement to be entered into with the owner of a 234-guest room hotel for the Raffles entity to be the exclusive operator and managing agent of the hotel.
- Advised the Oakwood Group, Singapore in conducting a legal due diligence on the licences and approvals obtained for the operations of a 4-star hotel cum serviced apartment in Malaysia.
- Advised AusGroup Ltd, a company listed in the Singapore Stock Exchange on its multi-billion dollar reverse take-over exercise of a property developer operating a golf & country resort in the Iskandar development region of Malaysia.
- Advised a start-up budget hotel brand operator in Malaysia in relation to redundancies involving 400 employees during the COVID-19 pandemic.
- Acted for an investor in a start-up company which partners with hotels below 3-star ratings to re-brand “unsold” rooms, in conducting a legal due diligence on its hotel operations pursuant to a fund-raising exercise.
Mergers & Acquisitions / Foreign Investment
- Advised Mitsui & Co Ltd in its acquisition of 19.9% of the issued and paid-up shares of Medini Iskandar Malaysia Sdn Bhd (MIM), the master developer of the Medini Iskandar development region in Malaysia in a deal worth RM 367 million.
- Acted as Malaysian counsel for Ramsay Health Care Investments Limited and Sime Darby Holdings Berhad, vendors who jointly hold 100% of the equity interest in Ramsay Sime Darby Health Care Sdn Bhd (“RSDH”) in relation to their proposed disposal of their equity interest in RSDH to IHH Healthcare Berhad. The deal is valued at approximately RM 5.67 billion.
- Advised Zhiyuan International Investment and Holding Group (Hong Kong) Co. Limited in its proposed investment in Perwaja Holdings Berhad for the restructuring and regularisation of the Perwaja Group at a transaction value of RM 1.8 billion.
- Acted for Valeo S.A. in respect of its acquisition of the entire issued share capital of Precico Electronics Sdn. Bhd., a contract manufacturer of automotive products and printed circuit board assemblies in Malaysia. Precico Electronics is a wholly-owned subsidiary of Frencken Group Limited, a company listed on the Singapore stock exchange. The deal value is in excess of RM100 million.
- Acted for Creed Group in its proposed acquisition of a majority shareholding in Sunsuria Medini Sdn Bhd, a property development company in Malaysia with land interests in the Iskandar Development Region and which lands are subsequently injected into Sunsuria Bhd. The deal value is approximately RM 200 million.
- Advised Mitsui & Co Ltd on Malaysian law in respect of its acquisition of 19% of the issued shares of the holding company of UE Managed Solutions Pte Ltd in a deal worth RM 10 million.
- Acted as Malaysian counsel for Mitsui & Co Ltd in relation to its investment in Malaysia through its affiliate, KMB DL Investment Singapore Pte Ltd, by way of a joint venture with Longson Food Products to manufacture and sell processed tomato products. Investment value is about RM 9.1 million.
- We acted for ISEC Sdn Bhd, a wholly-owned subsidiary of Singapore Exchange listed ISEC Healthcare Limited in relation to its acquisition of 5 dental clinics in the State of Perak in a deal valued at RM58.5 million.
- We acted for Nomura Co., Ltd, one of the Japan’s foremost designers, constructors, operators and managers of architectural spaces that listed on the Tokyo Stock Exchange in relation to its proposed acquisition of a minority interests in the shares of Framemotion Studio Sdn Bhd, a 3-dimension animation services and film production company in Malaysia.
- Acted as Malaysian counsel for New Horizon Capital Co., Ltd a Japanese private equity in its acquisition of the shares of Takafuji Co., Ltd. Our role includes conducting a legal due diligence review on Takafuji’s Malaysian subsidiary which is involved in the manufacturing of palm kernel shells in Malaysia.
- Acted for Trescal SA, a leading international specialist in calibration services in relation to its acquisition of 60% of the issued shares of Pyrometro Services Sdn Bhd. This is Trescal’s first step in expanding its geographical footprint and coverage in South East Asia.
- Acted for certain Indonesian high net worth vendors in relation to their disposal of 90% of the issued shares in Big Apple Worldwide Holdings Sdn. Bhd. to Duskin Co., Ltd. a company incorporated in Japan and listed in the Tokyo Stock Exchange. Big Apple operates a successful doughnut chain in Malaysia.
- Acted for ISEC Sdn Bhd, a subsidiary of Singapore Exchange listed ISEC Healthcare Ltd, in relation to is proposed acquisition of the entire issued share capital of Southern Specialist Eye Centre Sdn Bhd in a deal worth RM 37.1 million.
- Acted for a Hong Kong incorporated company in relation to its acquisition of 100% of the shares of a waste treatment, recovery, and recycling services provider in Perak, Malaysia.
- Acted for Arenga Pinnata Sdn Bhd, subsidiary of Creador II LLC, in the conduct of a legal due diligence and the acquisition of the shares of Bursa Malaysia-listed Masterskill Education Group Berhad, for a consideration of approximately RM 246 million.
- Acted for Massimo Zanetti Beverage Group SpA in its acquisition of the Boncafé group, a leader in the sale of gourmet coffee and coffee machine equipment in Southeast Asia and the Middle East. The aggregate value of the deal is RM 280 million.
- Advised Hwa Hong Corporation Limited in relation to the disposal of its entire shareholding interest in its Malaysian property developer subsidiary in a deal worth RM 17 million.
- Advised the Rosti Group in respect of its entry into South East Asia and the setting up its manufacturing plant and operations in Johor. Investment value is approximately RM 80 million.
- Acted as Malaysian counsel for Endeavour United, a Japanese private equity fund, in its acquisition of all the shares of Diamet Corporation from Mitsubishi Materials Corporation. Diamet is a Japanese manufacturer of vehicle parts for the automotive industry in Japan, China, and Southeast Asia.
- Advised AusGroup Ltd, a company listed in the Singapore Stock Exchange in its demerger and reverse take-over exercise of a property developer located in the Iskandar development region of Malaysia.
- Acted as Malaysian counsel for Suzhou Anjie Technology, a Shenzhen-listed manufacturer of insulation and cushioning materials for the consumer electronic industry, in relation to its proposed acquisition of the Seksun Group. The global transaction size is US$145 million.
- Advised an Indian oil and gas multinational company in relation to its bid for the oil and gas assets owned by Newfield International Holdings, Inc. in Malaysia.
- Acted as Malaysian counsel for CITIC Environment Protection Co. Ltd in its acquisition of Singapore Exchange listed clean technology services company, United Envirotech Ltd. The CITIC group is one of the largest conglomerates in China. The pre-conditional voluntary offer is valued at S$1.9 billion.
- Acted as Malaysian Counsel for Bain Capital Private Equity in relation to its acquisition of a majority stake in Asia Pacific Medical Group, a leading private hospital group in China with interest in certain clinics in Malaysia. The transaction value is estimated at US$150 million.
- Acted as Malaysian counsel for an affiliate of Reuben Brothers on the acquisition of Metro International Trade Services LLC. Metro is the owner and operator of Goldman Sachs global metals warehousing business with operations worldwide including Malaysia.
- Acted as Malaysian counsel for a subsidiary of SGX Catalist listed Teho International Inc in relation to its acquisition of the entire issued share capital of ECG Property Services Pte Ltd as well as 35% of the beneficial ownership of a real estate agency in Malaysia, for a total consideration of S$17 million.
- Advised Surbana International Consultants, a Singapore Temasek controlled entity in relation to its acquisition of 100% of the issued shares of KTP Consultants Pte Ltd, Singapore and its related entity in Malaysia providing engineering consultancy services.
- Acted as Malaysian counsel for Tiger Global Management LLC, a global venture capital firm, in conducting a legal due diligence on MyTeksi (Malaysian subsidiary of Grabtaxi Holdings) in relation to an equity fund raising. Fund raised was approximately US$65 million.
- Advised Itochu Techno-Solutions on its acquisition of the enterprise solutions and integration business of the CSC Group in Singapore & Malaysia in a RM 270 million deal.
- Acted for Kaya Ltd, a wholly owned subsidiary of Marico Kaya Enterprises, in its disposal of all its interest in its Malaysian subsidiary, a provider aesthetic solution, to KV Asia as part of a regional divestment exercise.
- Advised a top 5 cleaning services and facilities management company in the UK in respect of its acquisition of a cleaning services company in Malaysia in a deal worth RM 24 million.
- Acted as Malaysian counsel for Danone, one of Europe’s largest food company, in the conduct of a legal due diligence exercise on a Malaysian subsidiary of the Wyeth Group in connection with Danone’s bid for the infant formula unit of the world’s largest drug maker, Pfizer.
IPO and Capital Markets
- Acted as Malaysian counsel in respect of the listing of the Massimo Zanetti Beverage Group in the Italian Stock Exchange in Milan on 3 June 2015. The listing was expected to raise EUR 200 million.
- Acted as Malaysian counsel and advised on EuroSports Global Limited’s initial public offering in the Singapore Exchange Catalist board with an offer size of 80 million shares valued at S$22.4 million.
- Acted as Malaysian counsel and advised on Gaylin Holdings Limited’s initial public offering in the Singapore Exchange’s Main board which raised approximately S$38.5 million. Gaylin Holdings Limited was listed on 23 October 2012.
- Advised KNM Group Berhad on a renounceable two call rights issue of 488,920,659 ordinary shares to raise RM 196 million for its business.
- Acted as Malaysian counsel and advised on Malaysian law in other IPO and listing exercises involving companies seeking to list in the Singapore stock exchange.
Banking & Finance
- Advised on a RM 7.5 million term loan cum overdraft facility granted by AmBank (M) Bhd to a subsidiary of a property developer for the construction of a health spa and as working capital.
- Advised a property developer on a RM 45 million term loan facility from United Overseas Bank (Malaysia) Bhd used for the refinancing of its property development project in Kuala Lumpur.
Advised on a RM 30 million term loan granted by CIMB Bank Malaysia to be used as working capital for purposes of the expansion of a large retail chain in Malaysia.
Risk Management and Compliance
- Advised Malaysia’s sole Fortune 500 company in formulating, structuring, and preparing comprehensive legal registers and compliance checklists for all applicable laws affecting its businesses in Malaysia.
- Acted for a global multinational online food-delivery service provider in conducting a comprehensive employment risk compliance management assessment on its business in Malaysia including the engagement structure of its delivery riders in Malaysia.
- Advised a leading and globally recognized food manufacturer and a leading FMCG giant in Malaysia in a crisis in relation to allegations of forced labour raised by human rights activists against the manufacturer.
- Acted for a Malaysian public listed company in a crisis involving national security interests, police investigations, public relations, religious sensitivity, and managing inquiry and termination of employment of preparators.
- Advised a Malaysian public listed silicon manufacturer on risk of forced labour and rectification of irregularities to mitigate risk of sanctions in the United States.
- Advised a French multinational logistics service provider on forced labour risk relating to its foreign workers recruitment initiative and unsatisfactory audit report.
- Advised a Fortune 500 Malaysian oil and gas company in regard to its anti-money laundering and anti-corruption corporate liability risk mitigation under Section 17A of the MACC Act.
- Advised one of Malaysia’s largest banking groups on its compliance policies for corporate liability risk mitigation under the MACC Act.
- Acting for a European technology company in conducting “adequate procedures” compliance audit under the MACC Act.
- Advising a pioneer Bitcoin digital asset exchange in Malaysia on its anti-money laundering compliance policy and procedures.
- Advised a big 4 accountancy firm in Malaysia in relation to its anti-money laundering compliance programme.
- Prepared the anti-money laundering compliance policies for two market-leading multinational jewellers in Malaysia.
- Acted for a Japanese credit card issuer in relation to a whistleblowing / anti-corruption investigation in relation to its employees.
- Advised a Japanese medical device conglomerate on its anti-bribery compliance programme and manner to deal with request for sponsorships, following sanctions imposed by the World Bank due to its international practices.
MEMBERSHIPS / DIRECTORSHIPS
- Malaysian Bar (2008)
- Bar of England & Wales (2007)
- Lincoln’s Inn (London, UK) (2006)
PUBLICATION
- Author, “Barriers on Foreign Participation in Distributive Trade in Malaysia”. The Sun Daily, pp.16. (October 7, 2014)
- Author, “Highlights of the Employment (Amendment) Bill 2021”. The Sun Daily, Sunbiz (12 May 2021)
- Co-author, “The Changing Face of Malaysia’s Employment Practices in the Endemic World”. LawNet Asian Insights, Singapore Academy of Law (July 2022)
- Author, “Anti-Money Laundering (AML) Country Guide for Malaysia” Thomson Reuters (November 2022)
