Corporate

Represented Kejora Ventures on: (i) Indonesian logistics business SiCepat Ekspres Indonesia's blockbuster USD 150 million Series B fundraising; and (ii) an associated secondary purchase of shares in SiCepat Ekspres from existing shareholders. 

Represented Kejora Ventures on: (i) Indonesian logistics business SiCepat Ekspres Indonesia's blockbuster USD 150 million Series B fundraising; and (ii) an associated secondary purchase of shares in SiCepat Ekspres from existing shareholders. 

Represented Altara in its Series A investment into Sampingan, an Indonesian-based start up. Altara is a Singapore-based early stage venture capital fund, and led the Series A funding alongside other investors such as Golden Gate Ventures, Antler, Access Ventures and iSeed SEA. 

Represented an international athletic apparel company headquartered in Canada and listed on NASDAQ in connection with the commercial lease of its flagship store and other stores and tender document for the airport tenancy in Hong Kong.

Represented an Italian luxury brand on the review of an e-commerce solutions agreement relating to the development, launch and management of their Chinese online channels, including their brand site and WeChat platform, through Chinese solutions provider D1M.

Represented a robotics business company listed on the Tokyo Stock Exchange in its subscription to and purchase of shares in Intelligent Cleaning Equipment Company, which group companies are manufacturers and distributors of commercial cleaning robot in several countries.

Represented Sky Shuttle Management Services Limited on the relevant regulatory and compliance obligations in respect of the change of control of the holder of the Air Operator's Certificate and HKAR-1 Certificate issued by the Civil Aviation Department.

Represented Tate Gallery on a ground-breaking collaboration and exhibition with Shanghai's Pudong Museum to help Tate negotiate with the state-owned Shanghai Lujiazui Group and advised on English and Chinese law contracts. 

Assisted five Italian companies which owned veterinary clinics in the sale of 100% of their shares to VetPartners, an English private equity fund, which recently took over 380 veterinary clinics in the UK. We negotiated the management agreements between the target companies and each of the former owners who became the medical directors of the clinics.

Assisted Recornea, a medtech company active in the field of ophthalmology who have developed new implantable medical devices, in its latest investment round, managing the entrance of the VC Entrepreneur First, one of the world’s leading talent investors.

Assisted property developer, Officine Mak, in a transaction aimed at the acquisition of an area situated in Paullo (Milan), which our client wishes to develop. The transaction involved the purchase of two receivables from Banco BPM, which were secured by two mortgages over the target area, and the purchase from Lombardini Holding (the parent company) of the quotas of the two companies which own the area.

Advised StartupBootcamp in promoting their acceleration program in Italy focused on fashion tech start-ups. We assisted StartupBootcamp in setting up the company which will produce and run the accelerator program in Italy, setting up the holding company that will hold stakes in over 20 fashion startups and drafting all the agreements necessary to finalise and implement their corporate structure.

Assisted the shareholders of Things Mobile Srl/Chatsim Srl, a global provider of IoT connectivity services (Internet of Things), in relation to the sale of 100% of the shares of the company to Wireless Logic Ltd, an English company. The shareholders are based both in Italy and Luxembourg. Our assistance included the drafting of the Share Purchase Agreement and the ancillary documentation (manager agreements, etc).

Assisted SBC FashionTech 1921 Srl, a fashion tech start-up accelerator, and their existing shareholders, in a new investment round. SBC resolved a share capital increase in order to allow two new investors - Azimut Libera Impresa SGR, on behalf of the fund Azimut Digitech Fund, and Gellify - to acquire a shareholding in the company. We also advised on the capital increase and the review of the existing shareholders' agreement.

Assisted the sole shareholder and director of an Italian holding company, in the partial sale of the company to an industrial player active in the technology sector. After completion, the seller will maintain its operational role as manager of the group.

Assisted an innovative start-up in the leisure sector, with a new capital increase reserved for a number of new investors. Our assistance included the negotiation of the investment agreement and the shareholders' agreement, and the preparation of the new by-laws.

Assisted a wine producer in connection with the possible replacement of the minority shareholder of its subsidiary. Our advice included: negotiation of the buyback of the shareholding from the minority shareholder (a private equity fund based in Luxembourg), negotiation with the potential new investors, drafting and preparation of the new shareholders' agreement with the new investor and drafting of the ancillary agreements.

Representing on the sale and purchase of shares in a company incorporated in Hong Kong, which acts as the programme developer for VR games (for example, on PlayStation) to be initiated in Wuxi, China.

Representing on the sale and purchase of shares in a company incorporated in Hong Kong, which acts as the programme developer for VR games (for example, on PlayStation) to be initiated in Wuxi, China.

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

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.

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

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

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

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

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.

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.

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

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

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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 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 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.

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.

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 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.

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.

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.

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 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.

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 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.