Mergers & acquisitions
Our team advises clients on all types of transactions, including mergers and demergers, public company takeovers, private equity investments, leveraged buy-outs and strategic alliances. Many of these transactions are cross-border, enabling our lawyers in the US, UK, Europe and Asia to provide clients with the support when and where they need it.
Members of our team have particular experience in each type of acquisition finance and can provide in-depth practical guidance on a full range of financial strategies, from senior debt, mezzanine and working capital facilities, to private equity and the public placing of shares.
'Withers LLP has a strong profile in the luxury brands sector.'
Legal 500 2013
With a global client base, our practice is strengthened by the fact that our lawyers are multilingual; they are also familiar with the cultural differences and local law issues that can potentially work against the success of a transaction.
We represent buyers, sellers, investors, private equity firms, executives and lenders in all types of acquisitions and disposals involving both publicly traded and privately held companies. We have particular experience in dealing with the issues specific to individual business people, and the tax-efficient structuring of their transactions.
We also act for management teams where employee compensation is an important factor in the success of the business going forward, and often work closely with colleagues from our employment and litigation teams in these cases.
Acted as US Counsel to Soho House, the luxury private-members' club group, in the sale of a majority stake to Yucaipa Company.
- Withers acted for the majority shareholder on the sale of its stake in QPR to Tony Fernandes'sTune Group. This deal underlines the Withers' commercial team's reputation in acting on high profile and high value deals and validates its focus on acting for the wealthy on merger & acquisition deals and other transactions in the wider brands sector.
- Represented a family-owned, internet-based intimate apparel retailer in a business divorce including the termination of the company president's employment (with non-compete, non-solicitation, and confidentiality covenants), and redemption of his 25% interest in the company.
- Completed the multi-million dollar acquisition of a working tin mine, together with exploration rights to gold and other precious metal mines in Mongolia, on behalf of a consortium of investors from Britain, Switzerland, Mongolia and the United States. Withers lawyers both structured the deal (which involved the laws of Mongolia, Guernsey, Singapore, Switzerland and other jurisdictions) and negotiated the acquisition itself, from sellers in Hong Kong and Mongolia.
- Advised Natalie Massenet, founder of online luxury fashion retailer Net-a-Porter, on its £350 million sale to Swiss luxury goods group Richemont.
- Represented the US subsidiaries of Waterford Wedgwood and Royal Doulton in the sale to NY-based private equity firm KPS Capital Partners, involving assets in Ireland, England, Japan, Indonesia, Hong Kong, Taiwan, Singapore, Australia, Canada and the U.S. (the largest market).
- Represented privately owned check cashing/money wiring business in sale to a consortium of private equity funds (enterprise value: $130 million).
- Represented privately owned US financial services software company in sale to private family office purchaser (transaction value: $63 million; target size: $11 million).
- Represented publicly traded Italian company in strategic acquisition of privately owned US-based technology company (transaction value: $41.5 million).
- Represented publicly traded UK multi-national business services company in bolt-on acquisition (transaction value: $33 million; target size: $26.5 million).
- Acted for London listed gold mining company KazakhGold on a partial offer from top Russian gold miner Polyus Gold for a consideration of US $270m.
- Acted for Royal Bank of Canada on the acquisition of the Mourant private wealth company administration business.
- Represented American Diagnostica Inc. (a medical research company) in the sale of all the outstanding shares to Sekisui America Corporation.
- Represented a business service provider in the entertainment and advertising industries in the sale of a minority stake in the company to, and negotiation of employment and buy/sell agreements with, one of its senior executives.
- Represented a CT-based heating oil company in the sale of substantially all of its assets to a larger energy conglomerate. The transaction presented numerous challenges in connection with the volatile oil market, hedging agreements for the purchase of oil futures into which the oil company had entered, and environmental concerns at the company's premises.
- Acting for Sarita Capital Investment Inc. in respect of the £14m takeover of QPR Holdings Limited, the holding company of the Championship football club.
- Acting for New York Stock Exchange listed SMP Inc. on the disposal of its French and Italian non-core air-conditioning and heating divisions to an Italian management team for an undisclosed amount.
- Multiple acquisitions for US headquartered international conservancy and sporting society of high-end destination resort businesses (aggregate transaction value: $62m; revenues of $15m) and related $135m financing facility.
- Advising a world leading adhesives manufacturer, Henkel Loctite Adhesives, on the sale of a chemical dipping business to a leading industrial supplier, Surface Technology plc.
- Sale of New York City-based financial services company to private equity fund via reverse triangular cash merger, after advising client through private auction sale process, concurrent negotiation with multiple financial and strategic buyers, and shareholder proxy process. (transaction value: $100m).
- Bolt-on acquisition for publicly traded UK multi-national of family-owned business services company (transaction value: $33m; revenues of $26.5m).
- Disposal for UK-based public company in business services sector of non-core commercial cleaning operations, recruitment agencies, equipment rental business and overland distribution operations (aggregate transaction value: $800m; revenues of $1b).
- Disposal of privately owned US financial services software company to private family office purchaser (transactions value: $63m; revenues of $11m).
- Leveraged management buy-out for chief executive-led management team of domestic textile manufacturer (transaction value: $50m; revenues of $200m).
- Disposal for Danish based public company in business services sector of US operations as part of company-wide restructuring (transaction value: $600m; revenues of $1.5b).
- Acquisition for UK-based public company of privately owned US company in construction sector (transaction value: $125m; revenue of $250m).
- 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.