Corporate

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'.

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 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.

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.

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.

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 major UK investment manager turned to Withers when it needed to put in place the most tax-efficient strategy for its UK principals. We were happy to devise a strategy based on our in-depth knowledge in this area.

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 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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-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.

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.

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.

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.

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.

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.

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.

Advised on a acquisition of an international high frequency trading and ultra-high frequency trading business. The deal involved various assets located in the US, Europe, Japan, Korea, and Singapore.

Advised a leading Japanese electronics company in acquisition of the worldwide intellectual property estate of a distressed multinational company that had acted as a major component supplier in the past.

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.

Acted for an international pharmaceutical company in an evaluation project for the licensing of a new drug product as well as intellectual property litigation matters.

Advised a semiconductor manufacturer on the restructuring of its corporate structure, which included a settlement with an earlier founder and the former president of a key subsidiary.

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.

Counsel to Astelit, a Ukrainian telecommunications company, controlled by Turkish GSM operator Turkcell, on a US$540 million financing - the then largest private financing in Ukraine - to expand its mobile network.

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.

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

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

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.

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.

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.

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.

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.

We advised a US juvenile products brands in its proposed joint venture with a Hong Kong-listed group.

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.

We acted for a famous British perfume house in relation to its expansion in Asia-Pacific, including retail lease agreements in Hong Kong, Macau, and Taiwan; commercial matters; and restructuring of the group companies.

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.

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.

We advised Pro-Invest on capital raising, shareholders agreements, fund documents, various property investments and its interaction with InterContinental Hotels Group in relation to Pro-invest’s AU$300 million Holiday Inn Express fund in Australia.

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.

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

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

We advised a Hong Kong-based high-tech company in its proposed investments in start-up projects in China.

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.

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.

Acted for a Vietnamese multi disciplinary technology start-up fund involved in the F&B, fashion, logistics and agricultural businesses in their US$17 million fund raising exercise by the investment arm of Japanese bank via the issuance of redeemable convertible senior notes.

Our Corporate team advised on the sale of co-investments in a substantial US private equity fund to a Spanish fund of funds.

Faced with a bond issue on the Channel Island stock exchange, we advised a Ukrainian company on how to proceed and retain their financial position.

A Chilean client engaged us to advise on their investment in the AIM-listed Brazilian gold producer Serabi Gold.