Mergers and acquisitions

Withers has extensive experience of advising on public company takeovers, private equity investments, leveraged buyouts and other corporate transactions.

We help develop strategies for achieving our clients’ business objectives. Whether you are a public or private company, our team can guide you through the complex negotiations necessary to complete a merger, acquisition or disposal.

Sometimes these negotiations are contentious, as when we advised a minority stakeholder in their bid to buy out other shareholders and gain control over a target company – a move opposed by that company’s board. We challenged the board’s actions and won, eventually structuring a deal advantageous to our client.

When acquisitions cross borders, we leverage the full power of our international team to get the deal done quickly and in line with regulations in each country. A global team of lawyers from our offices in London, Milan, Hong Kong and Singapore recently assisted Renault with the $1.5 billion acquisition of Lotus F1. In the nine-month process, we were able to extract Renault from engine-supply agreements with other F1 teams without any money changing hands. We also obtained an unprecedented four separate court adjournments to stave off more than a dozen creditors intent on forcing Lotus into liquidation.

More than 500 jobs at Lotus were saved, and Renault’s future in Formula 1 was secured. ‘It’s rare to be able to affect people’s lives as directly as we did in that project,’ notes partner Anthony Indaimo, who oversaw the multi-party, multi-jurisdictional deal.

In the US, a team led by Ridgway Barker, represented one of the world’s largest manufacturers of graphite and carbon-based products in its $150 million convertible preferred stock issuance, followed by a tender offer and merger with a value of $695 million.

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Track record

Thor Equities and Invesco

Via della Spiga 26 is a beautiful building in the 'golden triangle' of Milan, housing Dolce & Gabbana's flagship store as well as the offices of Tiffany & Co. We helped Thor Equities and Invesco to acquire the site, negotiating with a family who had held the property for generations and were initially locked in dispute between themselves. Our clients and the vendors were grateful for our help in brokering what had seemed an impossible deal.

Renault on the acquisition of Lotus F1

We advised Renualt on its €1.5 billion investment in motorsport and technology. This was a multi-jurisdictional and multi-party project involving Mr Bernie Ecclestone, CVC, FIA, key sponsors of Lotus, incoming and outgoing drivers of Lotus F1 as well as outgoing minority shareholders.

Newlat

In partnership with Newlat, a leading Italian food producer, we advised on the acquisition of Kraft Heinz’s Italian infant food and nutraceuticals production plant. The Parma plant owned by US food giant Kraft Heinz, produces the well-known Plasmon biscuits as well as pasta, liquid milk, dry milk and cereals, among other products. The deal included an arrangement for Newlat to manufacture infant milks and nutrition products including Kraft Heinz owned products. The Newlat Group is one of the top ten players in the Italian food sector, with a turnover exceeding US$355 million. Its business is focused on milk and wheat-based products, with an existing base of 11 production plants.

DieselReboot by Diesel

Withers is proud to have represented global Italian retailer Diesel during the launch of their reinventive new brand DieselReboot. During the launch, Withers worked alongside Diesel's newly appointed artistic director Nicola Formichetti and advised on the brand's new aims to 'rediscover and reactive the DNA of Diesel'.

Max Mara - Jennifer Garner campaign

Italian fashion house Max Mara has a long history of designing luxury couture clothing and has a strong reputation as one of the world's top fashion brands. When their latest campaign involved offering American screen actress Jennifer Garner the opportunity to be the face of their new sunglasses range, Withers was there to assist and provide advice for the agreement.

Europa Investimenti

Europa Investimenti and its subsidiary Cose Belle d'Italia have a long-standing track record of success in investment and financial transaction facilitation. When Europa Investimenti embarked on an acquisition of the controlling share in luxury yacht manufacturer Apreamare, Withers offered facilitation and advice for the purchase.

Renault Group & Gravity Motorsports S.a.r.l.

Renault Group is a French automobile manufacturer with long history in motorsport. When Renault was interested in the purchase of a controlling stake in Lotus F1 Team Ltd, Renault Group and Gravity Motorsports S.a.r.l. came to Withers for advice on the acquisition.

Jürgen Klopp

Withers has a strong track record in representing high-profile and high-net-worth figures in the world of sport. When leading football manager Jürgen Klopp was approached by Liverpool Football Club to become its manager, we represented him in the negotiations for his move and the extension to his contract.

State Bank of India in luxury hotel development

The Old War Office at 57 Whitehall, London is a prestigious and historic building. We were proud to act for State Bank of India in its client Hinduja Group's purchase of the site, which is to be converted into a luxury hotel.

A European investment advisor

A European-based investment advisor approached Withers for advice on structuring its worldwide operations and other issues in the US. Because of our in-depth of knowledge of international markets, we were able to help with US withholding obligations as well as reporting obligations for US customers and accounts.

A computer component manufacturer

A leading global computer component manufacturer with operations around the world, including the US, Singapore and China contacted Withers when it needed to carry out a major worldwide restructuring. Our team has lawyers across many jurisdictions and was glad to advise on issues of anti-expatriation, earnings stripping and transfer pricing.

Software entrepreneurs

When the founders of a highly successful software company decided to sell the business to one of the world's largest equity houses, Withers was on hand to make sure the deal ran smoothly. We devised a tax-efficient exit for the founders and reduced their exposure to any future disputes, should they arise. Since the deal was completed, the founders have also come to us when they wanted to reinvest the sale proceeds into new ventures.

The founder of an online clothing business

The founder of this highly successful online clothing retail business wanted to sell a large stake to a leading luxury goods conglomerate. As the go-to law firm for fashion entrepreneurs, Withers was brought in to ensure that the value of our client's stake was protected and negotiate a fresh incentive package. We then worked to achieve a tax-efficient strategy for the disposal of part of the founder's interest.

A leading Italian company

We acted for a leading manufacturer of explosives and specialty chemicals in a long-running dispute over the design rights to multiple warhead systems. In an unusual case, the court had to assess the impact of the alleged infringers’ mental capacity when deciding whether their alleged acts amounted to infringement under the law.

A Singaporean company

Our global reach is particularly helpful to us when acting for clients with international interests, as when we helped a Singapore-based client to enforce its intellectual property rights in the Netherlands. Our client had been subject to false allegations by its Dutch counterpart of IP infringement, which we were able to refute.

Newlat

Italian company Newlat specialises in distribution for the agro-food sector, offering a large point of sale network across Italy and further abroad. Withers offered advice to Netlat to assist during their acquisition of a manufacturing plant in Ozzano Taro, Italy from Heinz.

OMV Petrom

Our civil fraud team acted for the largest oil and gas company in Central and Eastern Europe, winning a $40 million settlement after a London court agreed that our client had been fraudulently sold a lower grade of crude oil than it believed it was purchasing from the commodities trader Glencore.

A household name UK supermarket

With much of our history focused on acting for successful individuals, families and entrepreneurs, we are not afraid to go up against large financial institutions. In one complex case, we acted against one of the largest UK banks in a dispute relating to a loan for the development of a household name supermarket, and the use of an interest rate swap to ‘hedge’ the loan.

Valse Holdings SA

Switzerland's long-term stability and security has long encouraged investors and high net worth individuals to use Switzerland’s many banks and advisors for their assets. We brought a claim on behalf of a family investment vehicle, managed in Switzerland, that it had been negligently advised by Merrill Lynch Investment Bank.

An Azerbaijani-owned company

Increasingly, we are called upon to represent corporate clients in international arbitration. For example we acted at the London Court of International Arbitration (LCIA) on behalf of a subsidiary of an Azerbaijani company that was in dispute with a conglomerate of Israeli companies over a joint venture agreement. The case related to a license to drill oil just off the coast of Israel.

A Russian holding company

We acted on behalf of the holding company and shareholders behind one of the largest conglomerates of heavy industrial companies in Russia. The company was in dispute with a bank over the basis of a loan the bank had given it. The complex legal proceedings included an LCIA arbitration in London, anti-suit injunctions and injunctions in the Netherlands.

A luxury yacht builder

An Italian luxury yacht builder consulted Withers when it found itself in dispute with a Maltese client over a shipbuilding agreement. This was essentially a contractual dispute involving delay, construction in accordance with strict shipbuilding specifications and a claim for liquidated damages.

Chief financial Officer of software firm

We represented the chief financial officer of a software company in connection with an SEC investigation. The commission was alleging that there had been accounting improprieties on our client’s watch, but we were able to obtain a favorable resolution of all charges.

A leading financial services company

We advised the partners in relation to a review of the structure of the their business, optimizing succession planning and convert to a limited liability partnership status. We undertook an extensive review of the business and its assets. This included examining the tax profiles of each partner as well as regulatory issues, inherent business risk and setting goals for the future.

A New York financial services company

At Withers we like a challenge, so it is always pleasing to be presented with complex cases such as a reverse triangular merger on which we were instructed by a client that held extensive real estate in New York City and Long Island. Our client wished to transfer stock in the merger, and requested advice on shareholder liability as well as the state and city real estate taxes.

The CEO of a globally recognized jewelry brand

This well-known, publicly held brand has more than 1,200 retail outlets throughout the US. We negotiated a new package (valued in excess of $2 million annually) on behalf of the incoming chief executive.

A tobacco company CEO

Our senior executive team negotiated a favorable severance package for the outgoing CFO of this major global brand, ensuring that the payout was made tax efficiently and that other terms were met.

Successful financial services senior executive

Withers was called on to act for a well-known managing partner of an international investment firm when his reputation was under threat. Our robust approach to reputation management prevented the filing of false statements in a form U-5 (Uniform Termination Notice for Securities Industry Registration) that would have had a detrimental effect on his future career and earnings.

Soho House

We are incredibly proud of our relationship with Soho House. Founded in London in 1995 as a private members' club for people in the creative world, Soho House has since successfully opened clubs across Europe and the US as well as restaurants, cinemas, work spaces, spas and bedrooms. It has been an amazing journey to work with them as they grow. One particular highlight was advising the group as they acquired the historic Miami Beach Hotel (along with an adjacent condominium) for redevelopment into a boutique hotel, restaurant, private club and spa. We handled continued shared ownership with the existing lender, negotiation of long-term leases, first and second mortgages with multiple lenders.

Two food entrepreneurs

We used our experience of working with entrepreneurs to help the founders of a food business providing goods to UK high-street retailers as they sold their company. Our lawyers assisted with the commercial aspects of the sale to a private equity firm, handling complex UK remittance tax issues and US tax issues. We were also involved in our clients’ reinvestment in a new holding company.

Senior executives at King.com

Candy Crush Saga has become one of the major global success stories of the free-to-play mobile device games, with more than 93 million players worldwide. Withers was proud to act for the founders of the company that owned it, King.com, in the high-profile sale of their business to Activision Blizzard for US$5.9 billion, achieving a very satisfactory outcome for our clients.

TASI Holdings

We advised TASI Holdings on the acquisition of business in a US tech company that produces long-range wireless sensor networks, used primarily in the oil and gas industry. This is TASI's fifth acquisition since 2011. TASI provides advanced test and inspection instrumentation & systems, flowmeters and flow control products, measurement instrumentation and automated assembly and test systems around the globe in a variety of sectors including: automotive, life science, oil & gas and food & beverage.

Hitachi Chemical

We advised Hitachi Chemical, in its investment in Ito Group Holdings, a Singapore limited exempt private company and its US, Chinese, Vietnamese, Thai, Indian and European subsidiaries. The acquisition is part of the company's expansion efforts to capture demand from emerging countries and other target markets for its products which range from functional materials to advanced components and systems and have applications in the automotive, energy storage, electronics and diagnostics industries. Hitachi Chemicals is a division of Hitachi Ltd, the highly diversified Japanese multi-national conglomerate listed on the Tokyo Stock Exchange.

Syracuse University

We advised Syracuse University (USA) on its London Program which involved the acquisition of premises for use for educational purposes; employment advice in relation to urgent dismissal for gross misconduct; governance arrangements, including appointment of an interim director and new trustees; conflicts of interest in connection with the Programme's relationship with the University; advice and assistance in relation to sub-licenses for occupation of premises by other educational organisations, including in relation to real estate matters and tax treatment of revenues. The work represents a mature study abroad programme operating in the UK and in Europe, raising a variety of operational issues.

Owner and operator of international schools

We advised an organization which owns and operates international schools around the world, in their acquisition of a stand-alone international school in Singapore. The founder of the company is an Indian entrepreneur and Singapore PR, who started this business in India, and has since expanded it to various countries in Asia.

Cognizant Technologies US$2.7 billion acquisition of Trizetto

Advised Cognizant Technologies on Indian tax implications arising from several large M&A including the US$2.7 billion acquisition of Trizetto.

Vodafone US$11 billion dollar acquisition

Advised Vodafone in relation to a major Indian tax litigation on indirect transfers arising from its US$11 billion dollar acquisition from Hutchison.

General Atlantic Partners

Advised General Atlantic Partners and Oak Hill on Indian tax issues arising from the acquisition of Genpact in a deal valued over US$1 billion.

Serco and Blackstone Group

Represented Serco and Blackstone Group in a major advance ruling and Indian tax litigation in relation to M&A valued over USD$500 million.

IPO for Hightex Group

Hightex Group is a UK, Swiss and German membrane and renewable energy company. Withers has acted for Hightex Group on their IPO on the AIM market. We have also advised Hightex Group on their reverse takeover of West 175 Media Group Inc., the acquisition of HighTex International (HTI) AG, and on the acquisition of SolarNext AG, a German company active in the solar and alternative energy sectors.

Sale and leaseback of 139,941 containers by a Chinese marine shipping company

Withers acted for a Chinese leasing company in the sale and leaseback of 139,941 containers by a Chinese marine shipping company. The acquisition was financed by a USD$233 million loan facility from a German bank and a Chinese bank in Singapore.

Targetti Sankey SpA

We advised Targetti Sankey SpA in a €242 million syndicated loan to assist in the acquisition of the Danish lighting company Louis Poulsen Lighting A/S.

Asian Sovereignty fund

Advised an Asian sovereignty fund in its proposed acquisition of a state-owned PRC property development company through open bidding at an equity exchange.

Acquisition of Chineses insurance company

Advised a foreign insurance company in its proposed CNY200 million acquisition of a minority stake in a Chinese P&C insurance company.

Acquisition of a Hong Kong bank

Advised a PRC insurance and finance group in its acquisition of a licensed bank in Hong Kong.

Sale of a majority stake in a French joint venture

We represented a US based graphite material science company in the sale of its majority stake in a French joint venture to the minority partner.

Reorganization of a leading Californian pharmaceutical company

Advised, as lead investor counsel, in a reorganization, US$1 million bridge loan, and US$7 million strategic investment by a leading pharmaceutical company in a biotech/medical company based in California.

Biotech/healthcare merger and acquisition

Advised in the acquisition of and merger into a biotech/healthcare company based in North Carolina.

Acquisition of the U.S. subsidiary of a U.K. pharmaceutical company

Advised an Italian company in its acquisition of the U.S. subsidiary of a U.K. company in the pharmaceutical industry.

Acquisition of a Shenzhen apparel business and joint venture

We advised a PRC-based, Hong Kong-listed fashion group in its acquisition of a Shenzhen apparel business and proposed joint venture with an Italian fashion group.

Acquisition of a Malaysian company for RM120 million

We advised on the acquisition of a Malaysian company with ownership of a well-known major hotel in Malaysia by a BVI registered investment holding company for RM120 million.

Sale of the South Beach Diet brand to MidOcean Partners

We represented the founders of the South Beach Diet in the sale of the South Beach Diet brand to MidOcean Partners, a leading private equity firm.

Acquisition of the minority shareholding in Australian pharmaceutical company

We acted for Lupin in relation to its acquisition of the minority shareholding in a pharmaceutical company in Australia.

Ladbrokes acquisition of bookmaker.com

We acted for Ladbrokes in relation to its acquisition of the bookmaker.com on-line gaming business in Australia.

China Precision Technology acquisition of MAHK Co. Ltd

We acted for China Precision Technology’s proposed acquisition of MAHK Co. Ltd, a Japanese corporation that is currently undergoing civil rehabilitation proceedings in Tokyo, Japan. Ningbo Sunrise Electronics Co. Ltd (“NB Sunrise”), a wholly-owned subsidiary of China Precision Technology (“China Precision”), entered into a conditional Business Transfer Agreement with MAHK Co. Ltd, to acquire certain of its business and assets. The consideration for the proposed acquisition was ¥900 million (equivalent to approximately SG$13,680,000) and the completion of the acquisition was subject to approval by shareholders of the Company.

AAM Advisory

We advised founding members and current shareholders on the sale of AAM Advisory to Old Mutual Wealth. AAM is the largest expatriate advisory firm in Singapore with over 30 advisers and 3,500 clients offering financial planning and fund management advice.

The purchase of issued ordinary capital of SMRT Corporation Ltd

Withers acted for a subsidiary of Temasek Holdings in relation to its offer to purchase all of the issued ordinary capital of SMRT Corporation Ltd not held by Temasek Holdings, which resulted in a delisting of SMRT Corporation Ltd. The transaction was complex as it was initiated and launched in a very short period of time following an announcement of a corporate restructuring of the target and was conducted by way of a scheme of arrangement which is a court-sanctioned process. We advised the client in its entirety, including the structuring of the transaction, the terms of the acquisition, liaising and dealing with the Singapore Exchange, the Securities Industry Council, coordination on the court process, and the delisting.

General offer for Eu Yan Sang International Ltd

Withers acted for the client, as a member of a consortium, in making a general offer for Eu Yan Sang International Ltd., a then-Main Board listed company. The transaction was complex as it involved many different parties and the transaction was effected as part of a consortium. We advised the client on the structuring of the transaction, the consortium agreement, and worked with the offeror counsel on the terms of the acquisition.

Acquisition of a majority stake in the Hong Kong subsidiary of an independent British brand

We represented a brand consultancy group in the acquisition of a majority stake in the Hong Kong subsidiary of an independent British brand and customer experience design consultancy agency.

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