Nguyen Ngoc Bich Tram is a partner of YKVN, Ho Chi Minh City office. Her practice focuses on corporate mergers & acquisition (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.
Merger and Acquisition, and Capital Markets
  • Real Estate Projects
  • Representing 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;
  • Advising 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;
  • Advising 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;
  • Advising 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”;
  • Advising 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;
  • Advising 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;
  • Advising 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
  • Representing 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
  • Representing Heliconia Capital Management Pte Ltd, a subsidiary of Temasek, on its USD 103 million investment in a chain of 11 eye and general hospitals;
  • Advising Central Group on acquisition of chain of retail outlets in Vietnam under brand name of Big C and C-Express;
  • Advising on restructuring of retail businesses, including a group operating the brand “Pharmacity” and a group operating the brand “ConCung”;
  • Representing Dream Incubator Vietnam Joint Stock Company on investment in two pharmaceutical companies (including a wholesale business and a retail business);
  • Advising VinaCapital on investment and acquisition in Thai Hoa Hospital in Dong Thap Province;
  • Advising Euvipharm, a drug manufacturer in Long An Province on sale of primary shares to Valeant Pharmaceuticals Inc.; and
  • Representing 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
  • Representing Vietnam – Oman Investment on its USD 27.7 million investment into 2 solar power projects;
  • Representing Vietnam – Oman Investment on its acquisition of shares in VinhSon – SongHinh Hydro Power Joint Stock Company;
  • Representing VinaCapital on a proposed acquisition of shares in VNC-55 Infrastructure Investment Joint Stock Company, a company licensed to engage in a telecommunication infrastructure;
  • Advising 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
  • Participating 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.
Others
  • Representing 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;
  • Representing Grab on its USD 16 million acquisition of MOCA, an intermediary payment service provider, from the founders and strategic shareholders in multiple tranches;
  • Representing 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;
  • Representing Asia Chemical Corporation in its effort to acquire majority shares in a leading company producing flavors used in processing foods;
  • Representing Technics Offshore Engineering Private Limited on a proposed acquisition of shares in Vietnam Offshore Fabrication & Engineering Co., Ltd;
  • Representing Sumida Electronic Co., Ltd on its sale of capital contribution in Core Concord Electronics (Vietnam) Co., Ltd; and
  • Participating legal due diligence of food production companies such as Nissin Vietnam Company Limited (producing instant noodles), and International Dairy JSC (producing dairy products).
Education Sector
  • Advising RMIT on its restructuring and obtainment of licenses and permits required for education operations;
  • Advising Fulbright Vietnam on various regulatory matters in respect of daily operation of education establishment in Vietnam;
  • Representing ChangedEdu Holding Pte., Ltd. on their indirect acquisition of European International School, an international K-12 school in Vietnam; and
  • Advising on offshore transaction for sale of shares in holding companies of ILA Vietnam, an English training center in Vietnam.
Commercial and Investment Activities
  • Advising 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;
  • Advising JTI on tobacco regulations such as marketing, advertising and labeling, and operation of its representative office in Vietnam;
  • Advising 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;
  • Advising Cathay Pacific Airways on the operation of their representative office in Vietnam and the group’s loyalty campaign (re: Asia Miles);
  • Advising JTI and Prudential on building up the dawn raid policies for their Vietnam entities;
  • Advising 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);
  • Advising BTG Pactual Commodities (Singapore) Pte. Ltd. in commercial contracts with their agents in Vietnam (re: sale of coffee and cotton);
  • Advising Chem-trend Singapore Pte. Ltd. on their template distribution contract with their customers (re: chemical distribution in Vietnam);
  • Advising Rolls Royce Vietnam on their commercial contracts with Vietnamese partners (re: fabrication services);
  • Advising 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);
  • Advising Masan Group, a foodstuff corporation in setting up a joint venture company with Aramex engaging in logistics;
  • Representing Masan Group in offshore acquisition in Comp Investors LLC, an outsourcing offshore company in Nevada, the U.S; and
  • Advising 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.
Nguyen Ngoc Bich Tram

Key Information

Practices
Corporate and M&A
Private Equity
Education
LLB Commercial Law,
Ho Chi Minh City University of Law, 2006

LLM International Economic Law,
University of the West of England, 2011

PLE in Securities and Transactional Document Drafting,
Berkeley Law,
University of California, 2017

Admission
Admission to practice in Vietnam, 2010