Nguyen Ngoc Bich Tram is a partner of YKVN, Ho Chi Minh City office. Her practice focuses on corporate mergers & acquisitions (especially in real estate, pharmaceutical business and distribution), and capital markets.
Ms. Tram has participated in various fund raising transactions involving Vietnamese companies. She acted as legal counsel to companies, investors and underwriters, including, Vietnam – Oman Investment, Dream Incubator, Temasek, Mekong Capital, Bank Invest and Vina Capital. She also specialises in providing advice on education, corporate, investment and commercial matters to multinational and local companies (including State-owned companies) such as Procter & Gamble, DOW Chemical, Sherwin Williams, IMCD, Boyd and Sunluxe.
Berkeley Law, University of California,PLE in Securities and Transactional Document Drafting (2017)
University of the West of England, International Economic Law, LL.M. (2011)
Ho Chi Minh City University of Law, Commercial Law, LL.B. (2006)
Ho Chi Minh City Bar Association
Merger and Acquisition, and Capital Markets
Real Estate Projects
- Represented Gaw Capital, a Hongkong private fund, on its USD 80 million acquisition of Lim Tower located in District 1, Ho Chi Minh City through its investment in equity of asset holding companies in Vietnam;
- Advised Inchem Vietnam Coatings Limited to transfer its land site with an area of 18,343 m2 in Tan Dong Hiep B Industrial Zones, Binh Duong Province;
- Advised VinaCapital on land clearance and compensation agreement with Quang Nam Province’s authorities in respect of its real estate project in Quang Nam Province in 2015;
- Advised Keppel Land on divestment in 2015 from Quang Ba Royal Park Joint Venture Company Ltd operating a serviced apartment building at Quang Ba, Quang An Ward, Tay Ho District, Hanoi City, Vietnam under the brand name “Sedona Suites”;
- Advised Son Kim Land Corporation on its proposed lease of certain floors of the complex building (including office, hotel, apartment and commercial center) constructed on the land of the Ministry of Defence;
- Advised VinaCapital on the potential investment in the Ho Tram Project (including hotel and resort) developed on the land with total area of 164 ha located at Phuoc Thuan Ward, Xuyen Moc District, Ba Ria – Vung Tau Province;
- Advised VinaCapital on the sale and lease back transaction in which VinaCapital acquired warehouses from DKSH Vietnam Co., Ltd and leased the acquired warehouses back to DKSH Vietnam Co., Ltd; and
- Represented Crescent Point Capital Management on a proposed acquisition of shares in offshore holding companies of the following real estate projects in Vietnam: (i) Six Senses Hideaway Condao project in Ba Ria-Vung Tau Province; (ii) the Nam Hai resort in Quang Nam Province; and (iii) Indochina Riverside Towers in Da Nang City.
Distribution, Hospital and Pharmaceutical Business
- Represented Heliconia Capital Management Pte Ltd, a subsidiary of Temasek, on its USD 103 million investment in a chain of 11 eye and general hospitals;
- Advised Central Group on acquisition of chain of retail outlets in Vietnam under brand name of Big C and C-Express;
- Advised on restructuring of retail businesses, including a group operating the brand “Pharmacity” and a group operating the brand “ConCung”;
- Represented Dream Incubator Vietnam Joint Stock Company on investment in two pharmaceutical companies (including a wholesale business and a retail business);
- Advised VinaCapital on investment and acquisition in Thai Hoa Hospital in Dong Thap Province;
- Advised Euvipharm, a drug manufacturer in Long An Province on sale of primary shares to Valeant Pharmaceuticals Inc.; and
- Represented Dream Incubator Vietnam Joint Stock Company on investment in a retail business operated by Mesa Asia Pacific Trading Services Company Limited in Vietnam with more than 20 branches and more than 20 business location.
Power, Insfrastructure and Shipyard
- Represented Vietnam – Oman Investment on its USD 27.7 million investment into 2 solar power projects;
- Represented Vietnam – Oman Investment on its acquisition of shares in VinhSon – SongHinh Hydro Power Joint Stock Company;
- Represented VinaCapital on a proposed acquisition of shares in VNC-55 Infrastructure Investment Joint Stock Company, a company licensed to engage in a telecommunication infrastructure;
- Advised Allen & Overy LLP on a proposed listing of a Singapore-based company on the Main Board of Singapore Exchange Securities Trading Limited, in connection with its shipyard subsidiaries in Vietnam, including (A) Saigon Offshore Fabrication and Engineering Limited, and (B) Saigon Shipyard Company; and
- Conducted legal due diligence in respect of a number of Vietnam-based target companies such as Ho Chi Minh City Infrastructure Investment Joint Stock Company (CII), CII Bridge and Road Investment Joint Stock Company, and PVTrans Emas Company Limited.
- Represented the Pan Group on their inaugural issuance of USD 48.8 million in fixed rate VND bonds, guaranteed by Credit Guarantee and Investment Facility (CGIF), a trust fund of the Asian Development Bank;
- Represented Grab on its USD 16 million acquisition of MOCA, an intermediary payment service provider, from the founders and strategic shareholders in multiple tranches;
- Represented Siem Cement Group on a proposed acquisition of Phu My Plastics and Chemicals Company Limited which is the second largest polyvinyl chloride manufacturer in Vietnam;
- Represented Asia Chemical Corporation in its effort to acquire majority shares in a leading company producing flavors used in processing foods;
- Represented Technics Offshore Engineering Private Limited on a proposed acquisition of shares in Vietnam Offshore Fabrication & Engineering Co., Ltd;
- Represented Sumida Electronic Co., Ltd on its sale of capital contribution in Core Concord Electronics (Vietnam) Co., Ltd; and
- Represented legal due diligence of food production companies such as Nissin Vietnam Company Limited (producing instant noodles), and International Dairy JSC (producing dairy products).
- Advised RMIT on its restructuring and obtainment of licenses and permits required for education operations;
- Advised Fulbright Vietnam on various regulatory matters in respect of daily operation of education establishment in Vietnam;
- Represented ChangedEdu Holding Pte., Ltd. on their indirect acquisition of European International School, an international K-12 school in Vietnam; and
- Advised on offshore transaction for sale of shares in holding companies of ILA Vietnam, an English training center in Vietnam.
Commercial and Investment Activities
- Advised a number of state-owned companies (including, among others, IPC, HIPC, Sadeco, and Thang Long Company, etc.) with respect to their compliance in their real estate business projects and the increase in their charter capitals;
- Advised JTI on tobacco regulations such as marketing, advertising and labeling, and operation of its representative office in Vietnam;
- Advised Procter&Gamble and Masan Group on their day-to-day operations in Vietnam, commercial contracts with customers and service providers, advertising and promotion, anti-trust and termination of employment;
- Advised Cathay Pacific Airways on the operation of their representative office in Vietnam and the group’s loyalty campaign (re: Asia Miles);
- Advised JTI and Prudential on building up the dawn raid policies for their Vietnam entities;
- Advised banking and non-banking credit institutions such as BTMU, Deutsche Bank and JCB in their banking products (e.g. entrustment lending, discounting, and factoring) and compliance matters (such as anti-money laundering and counter-terrorist financing);
- Advised BTG Pactual Commodities (Singapore) Pte. Ltd. in commercial contracts with their agents in Vietnam (re: sale of coffee and cotton);
- Advised Chem-trend Singapore Pte. Ltd. on their template distribution contract with their customers (re: chemical distribution in Vietnam);
- Advised Rolls Royce Vietnam on their commercial contracts with Vietnamese partners (re: fabrication services);
- Advised Louis Dreyfus Commodities Asia Pte Ltd on their transit trade model involving Vietnamese counterparties (e.g., buyers and Vietnamese bank in charge of LC issuance);
- Advised Masan Group, a foodstuff corporation in setting up a joint venture company with Aramex engaging in logistics;
- Represented Masan Group in offshore acquisition in Comp Investors LLC, an outsourcing offshore company in Nevada, the U.S; and
- Advised foreign investors (such as Boyd Hong Kong Ltd, Blackhawk Network, Fastacash Singapore, IMDC, Sunluxe, and Sherwin William) in setting up their Vietnamese entities (which engage in manufacturing of electronic devices and software) and corporate governance in Vietnam.
Capital Markets Transactions
- Represented Barclays, Citigroup and Deutsche Bank as underwriter counsel in the US$1billion issuance of sovereign bonds for Vietnam;
- Represented Credit Suisse as underwriter counsel in the Vincom’s US$100 million convertible bond issuance;
- Represented the Bank for Foreign Trade of Vietnam as issuer counsel in the IPO of the Bank for Foreign Trade of Vietnam and the subsequent listing on the Ho Chi Minh City Stock Exchange;
- Represented the Industrial and Commercial Bank of Vietnam as issuer counsel in the IPO of the Industrial and Commercial Bank of Vietnam and the subsequent listing on the Ho Chi Minh City Stock Exchange;
- Represented Barclays and HSBC as indemnitors’ counsel in the proposed US$ bond issuance of the Industrial and Commercial Bank of Vietnam;
- Represented BNP Paribas, Deutsche Bank and Morgan Stanley as underwriters’ counsel in the proposed US$ bond issuance of PetroVietnam;
- Represented HSBC and Standard Chartered Bank as underwriters’ counsel in the VND2,400 billion bond issuance for Techcombank;
- Represented Techcombank as issuer counsel in the VND3,000 billion convertible tier 2 capital bond issuance for Techcombank; and
- Represented Indochina Vietnam Capital Holdings on the formation of a US$500 million Vietnam focused international equity fund listed on the London Stock Exchange.
Mergers & Acquisitions Transactions
- Represented the Bank for Foreign Trade of Vietnam as seller on the sale of a strategic stake in the Bank for Foreign Trade of Vietnam (as part of the equitization of Bank for Foreign Trade of Vietnam) to foreign investors;
- Represented PetroVietnam Finance Corporation (PVFC) as seller on the sale of a strategic stake to Morgan Stanley;
- Represented PetroVietnam Insurance Corporation (PVI) as seller on the sale of a strategic stake to Oman Investment Fund;
- Represented Fullerton Holdings as buyer in connection with the acquisition of a strategic stake in Mekong Development Bank;
- Represented VP Bank as seller on the sale of a strategic sale in VP Bank to OCBC;
- Represented PetroVietnam Gas Corporation (PVGas) as seller on the proposed sale of a strategic sale in PVGas (as part of the equitization of PVGas) to foreign investors;
- Represented Masan Group Corporation as buyer on the acquisition of a controlling stake in Nui Phao Mining Project from Dragon Capital funds; and
- Represented Masan Group Corporation as seller on a number of sales of stakes in its subsidiaries to BankInvest, Mekong Capital and House Food.