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Hiroyuki Ota

Partner (Foreign Lawyer), Rajah & Tann Singapore LLP

Practice Area:

Corporate Commercial
Myanmar Practice
Japan Desk

LLM., Columbia University, USA
LLB, Keio University, Japan
JD, Kobe University, Japan

T +65 6232 0956
E hiroyuki.ota@rajahtann.com

Hiroyuki Ota is a Partner (Foreign Lawyer) in the firm’s Corporate Commercial Practice, Japan Desk and Myanmar Practice.

Hiroyuki has a wide range of experience in assisting Japanese multinational corporations in entering the South East Asian markets, which includes countries such as Myanmar, Thailand, Malaysia, India and Vietnam, and has a deep understanding of the region. His experience includes mergers and acquisitions, investment and joint venture projects, issuance of bonds, corporate restructuring and providing corporate and regulatory advice.

He is qualified to practise in Japan, New York and Singapore (Foreign Practitioner Certificate).

He is recognised as a “Highly Regarded” M&A lawyer in Myanmar by IFLR1000 (2020 and 2021).

Hiroyuki started his career in a well-established law firm in Japan and joined Rajah & Tann in September 2014.

Experience
Mergers and Acquisition / Joint Ventures / Investment Projects 
  • Advised a listed Japanese insurance company on its acquisition of a significant stake in one of the top 3 insurance companies in Myanmar. Our role involved drafting and negotiating 22 definitive documents, including the Investment Agreement, Business Transfer Agreement and Shareholders Agreement, as well as assist with completion of the transaction (including obtaining regulatory approval from the Financial Regulatory Department under the Ministry of Planning and Finance of Myanmar).
  • Advised the largest confectionery company in Myanmar on the disposal their 80% interest to a Korean conglomerate and assisted in structuring the overall transaction, drafting, revising and negotiating the Share Purchase Agreements and Shareholders’ Agreement, and assisting with completion of the transaction (including obtaining regulatory approvals from the Myanmar regulatory authorities).
  • Advised the world’s largest Myanmar-focused private equity fund with its significant minority investment into a leading Internet service provider in Myanmar. Our role involved conducting due diligence on the target, reviewing, revising and negotiating the Investment Agreement and assisting with completion of the transaction.
  • Advised a listed Japanese chemical manufacturing company on its acquisition of a business in Germany from US major chemical company and overseeing the due diligence, drafting, revising and negotiating the Share Transfer Agreement, Business Transfer Agreement, Fuel Supply Agreement, Manufacturing Service agreements and assisting with the completion of the transaction.
  • Advised a listed Japanese steel manufacturer on its tri-party joint venture with a Japanese trading house (Sogo Shosha) and major conglomerate in India and overseeing the due diligence, drafting, revising and negotiating the Share Subscription Agreement, Business Transfer Agreement, Shareholders’ Agreement and Technical Assistance Agreement, and assisting with completion of the transaction.
  • Assisted a listed Japanese manufacturer on its joint venture with the New Energy and Industrial Technology Development Organization (NEDO), a Japanese governmental investment body and reviewing, revising and negotiating the Investment Agreement, Business Transfer Agreement, Service Agreements and assisting with completion of the transaction
Real Estate / Infrastructure 
  • Assisted the Yangon Regional Government on its potential joint venture with:
    • a major conglomerate of Malaysia, for the development of low cost housing, medium cost housing, luxury housing and commercial and industrial developments, including amenities and infrastructure of the surrounding areas; and
    • a leading Thai industrial city developer, to develop a smart eco city in the northern part of Yangon, Myanmar.
  • Advised a consortium of a Japanese construction company, a listed real estate developer and a Japanese government infrastructure investment fund, on its approximately US$300 million real estate development project in Yangon, Myanmar, including drafting and negotiating the transaction documents (including the Joint Venture Agreement, finance documents and service agreements) as well as assisted with completion (including obtaining regulatory approval from the Myanmar Investment Commission).
  • Advised a Chinese state owned investment company on the development of a special economic zone in western Myanmar. The special economic zone will comprise a deep sea port, industrial park and integrated residential area, spanning a total of over 1,600 hectares.
  • Assisting a Japanese company on its investment, development and construction of a biomass power plant project in Myanmar. Our role included drafting and negotiating the transaction documents (including the Joint Venture Agreement, EPC Agreement, Fuel Supply Agreement and Power Purchase Agreement) and assisting with completion.
  • Advising the 2nd largest supermarket / hypermarket operator in Myanmar with its joint venture with a Japanese mall operator for the operation of supermarkets in Myanmar. Our role entailed, drafting, revising and negotiating the Joint Venture Agreement, Comprehensive Lease Agreement and Business Transfer Agreement, and assisting with completion of the transaction.
Finance
  • Assisting a listed Japanese textile company with its issuance five billion yen worth of moving strike convertible bonds. Our role entailed advising on the overall scheme and structure, reviewing the issuance documents for the bonds, reviewing, revising and negotiating the investment agreement, and advising on the Securities Registration Statement and negotiating with the Kanto Finance Bureau.
  • Assisted a Japanese mega bank on its finance transaction with a listed Japanese construction company in relation to its approx. US$600 million real estate development project in Myanmar.
Memberships/Directorships 
  • Member, Japan Federation of Bar Associations
  • Member, Osaka Bar Association
  • Member, Japan Myanmar Association
  • Member, American Bar Association and New York State Bar Association
  • Member, Singapore Academy of Law
Publications 
  • "Myanmar Investment Law - The new unified investment regime in Myanmar" - Myanmar Focus (Japan Myanmar Association, 20 October 2016)
  • ”Registration System in Myanmar” - Myanmar Focus (Japan Myanmar Association, 25 July 2016)