Mergers and acquisitions
Corporate
In today's competitive global markets, Withers' corporate clients need carefully crafted, bespoke legal advice.
Our global team of corporate lawyers has the depth and diversity of knowledge to advise on issues that arise over the entire life cycle of a company, from securing investment, to structuring executive pay, to completing mergers and acquisitions.
We excel at working with corporate clients both large and small, new and long-established and domestic and international. With our extensive experience in private capital as well as advising on the personal and corporate issues, we can also find solutions to thorny regulatory problems and advise on day-to-day operations. In 2016, we were involved on projects worth more than US$5 billion across industries such as hotels and hospitality, pharmaceuticals, luxury products and banking and finance.
Public and private companies
Our global team of corporate solicitors combines several complementary areas of high-level experience, having represented hundreds of private companies and over 100 public companies. US partner David Guin has written dozens of articles and book chapters about family businesses and investments. In 2015 the US corporate practice was further strengthened with the arrival of Ridgway Barker and his team, whose broad breadth and depth of experience, across a wide range of sectors, has greatly enhanced the firm’s appeal.
In Asia, partner Anthony Indaimo brings years of experience as a trusted advisor to luxury brand owners and world-class athletes and was named among the best corporate attorneys in the Spear’s 500 guide. Mabel Lui, based in our Hong Kong office, is one of most respected business lawyers in the region, having advised the foreign investor in the first Sino-foreign joint venture in China in 1979, as well as advised one of the first H share issues by a Chinese corporation with dual listing on the Hong Kong and New York Stock Exchanges in 1993. These corporate lawyers and many more pool their experience to find the best solution for each and every client.
Whether we’re helping a Japanese bank to invest in a San Francisco cryptocurrency start-up, or advising an Indian education entrepreneur in the acquisition of a stand-alone international school in Singapore, we put our worldwide corporate law knowledge to work for our clients.
Private capital
Advising successful people around the world means we understand the unique legal issues surrounding private capital. This can range from investment, structuring and control of cross-border investments to the corporate and personal tax issues created. As a full-service firm, we are able to call on leading colleagues from other areas of business law such as corporate tax, litigation, real estate, immigration and wealth management to handle all your corporate needs under one roof.
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Withers has worked closely with various functions within the committee and alongside the legal team to ensure all legal requirements for the first European games have been met in a timely and efficient manner.
As one of the largest charities in the UK, we have complex and varied needs for legal advice. The scale and experience of the Withers’ team means that they understand the culture of our organisation and their approach is ethical, commercial and pragmatic, with impressive service delivery.
We are very pleased with the team at Withers KhattarWong. They are technically strong, have a keen understanding of the insurance sector and they have helped us achieve numerous favourable results for our claims matters.
Our long established relationship between LNPB and Withers, especially through Luca Ferrari’s knowledge, has been a decisive factor in LNPB’s birth and growth.
Football management is a high pressure job. Luca and his team help by taking care of all the legal aspects, leaving me to concentrate on what I do best.
I have always found their style and approach to be thoughtful, insightful, effective and efficient with the experience to provide the highest level of legal service allowing us to make informed decisions.
As my long standing global legal counsel, Withers are a fundamental part of my team. Their advice has been far-ranging in many instances across the spectrum of my tennis and commercial interests.
They have been instrumental in protecting our business interests and their professionalism, availability and attention to detail, as well as the quality of response, have always impressed us.
Withers has given us expert guidance on a wide range of issues, and always looks to the bigger picture of our work when formulating their advice. The firm’s lawyers are consistently helpful and responsive when dealing with us.
The remarkably informed team at Withers are very knowledgeable, technically sound, resourceful and understand the clients’ needs and concerns.
We are impressed with the insightful and efficient advice provided by Withers KhattarWong. They have a keen sense of Indonesian cross-border projects and combined with a strong understanding of Chinese parties, they provided pragmatic and well-thought-out solutions.
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Track record
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.
Renault Group & Gravity Motorsports S.a.r.l.
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.
A financial services company
Withers was called in when the partners of a large financial services company needed to review its structure and convert to a limited liability partnership. Our team undertook a detailed review of the business and its assets. We then advised on a fresh strategy, taking into account the personal tax profiles of the partners, relevant regulatory issues and risk management. We also helped with succession planning and the company's future goals.
A UK investment manager
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.
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.
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.
OMV Petrom
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
Chief financial officer of software firm
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
A tobacco company CEO
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.
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.
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.
A new global members' club
We are currently helping a new entity that is establishing a worldwide private members' club to include up to 65 five-star properties worldwide. We began by assisting on the debt financing with a bulge bracket lender. With locations expected to include Scotland, England, New Zealand, the US and the Caribbean, there are also numerous property deals in the works and we are negotiating management contracts to run the clubs.
Renault Group's acquisition of Lotus F1
Our London, Milan, Hong Kong and Singapore teams assisted Renault Group on the acquisition of Lotus F1 and its €1.5 billion investment in motorsport and technology. Renault extricated itself from engine supply agreements with F1 teams Red Bull and Toro Rosso, before embarking on the Lotus deal. The process took over nine months and involved staving off Lotus's multiple creditors, who were intent on putting the group into administration thereby saving Lotus's 512 skilled workforce from redundancy. Our corporate and insolvency teams achieved the unprecedented feat of adjourning four consecutive winding up petitions in court over the course of six months. This process added intense pressure to the deal, which was already complicated by the multi-party negotiations involving Mr Bernie Ecclestone, CVC, FIA, principal sponsors of Lotus, incoming and outgoing drivers of Lotus F1 as well as the outgoing minority shareholder of Lotus F1.
Swiss-based family office in a corporate control contest
We represented a Swiss-based family office in a corporate control contest involving a California-based US$500 million private company in the coatings business. The company has an independent Board of Directors and is owned by three significant minority owners and widely dispersed current and former employees. Our work involved M&A, corporate governance, finance, complex contracts, tax and offensive corporate litigation. We drew on our New Haven, Greenwich and Los Angeles lawyers and implemented a partial contingent billing arrangement.
California–based recreational vehicle company
Our US corporate, corporate tax and wealth planning groups worked to close this deal, which included a purchase price allocation for personal goodwill and post-closing installment payments under promissory notes, secured by underlying shares subject to a voting agreement. The deal pay-out also included employment arrangements, insurance-related payments and a potential dividend payment.
Public junior gold mining company in a transformational recapitalization
Acted for a public junior gold mining company in a transformational recapitalization (forcing the conversion of preferred stock and amending the terms of a joint venture to reduce the company's remaining obligations) that created a significantly more efficient capital structure and improved the company's liquidity.
Strategic acquisition for high frequency trader
Japanese electronics company in acquisition of intellectual property estate
Sale of a majority stake in a French joint venture
Licensing of a new pharmaceutical drug product
Semiconductor corporate restructure
Newlat acquisition of Kraft Heinz’s production plant
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. We advised Newlat 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.
Astelit, Ukrainian telecommunications
Reorganization of a leading Californian pharmaceutical company
Biotech/healthcare merger and acquisition
Acquisition of the U.S. subsidiary of a U.K. pharmaceutical company
Major Brazilian real estate investor
Assisted a major Brazilian real estate investor to immigrate to the US, start a new business, acquire US real estate and reorganize his Brazilian and offshore investments. This involved obtaining a new passport and visas, international tax and corporate structuring, real estate advice and business planning.
AAM Advisory
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
Product brands joint venture
Disposal of entire issued share capital and assignment of shareholder’s loan to Baldric Investments Limited
We represented a real estate company specializing in residential, hotel/serviced apartments, retail, industrial, and office premium properties in Hong Kong and Shanghai, in relation to the disposal of the entire issued share capital and assignment of shareholder’s loan of Bentley Investments Limited holding a whole block of prestigious building in the southern part of Hong Kong Island known as No. 3 South Bay Close to Baldric Investments Limited, a subsidiary of National Electronics Holdings Limited. This matter is regarded as a major transaction under the Listing Rules of the Hong Kong Stock Exchange and the consideration is around HK$668 million.
British perfume house's expansion in Asia-Pacific
Acquisition of a Shenzhen apparel business and joint venture
Acquisition of a Malaysian company for RM120 million
Capital raising, shareholders agreements, fund documents and various property investments for Pro-Invest
Sale of the South Beach Diet brand to MidOcean Partners
Acquisition of the minority shareholding in Australian pharmaceutical company
Ladbrokes acquisition of bookmaker.com
Start-up project investments in China
Jiangsu Changjiang Electronics Technology pre-conditional voluntary general offer for STATS ChipPAC
We acted as joint-lead deal counsel for Jiangsu Changjiang Electronics Technology advising on multiple aspects of a US$780 million (SG$1.03 billion) pre-conditional voluntary general offer for STATS ChipPAC (including financing arrangements). This transaction won the Asian Legal Business SE Asia Law Awards 2016 Asset and Corporate Finance Deal of the Year and the Singapore Business Review Business Ranking Awards 2015 Deal of the Year.
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.
US$17 million fund raising for Vietnamese technology start-up fund
Spanish fund of funds deal
Ukrainian company bond issue
With...insights
Fifth edition: September 2020
With… insights is our Asia Pacific thought leadership magazine (available in both hard-copy and digital formats) which showcases a collection of key topics and expert perspectives, from personal, family, business and philanthropic matters.
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