I.T Limited’s Privatisation

Slaughter and May advised Morgan Stanley Asia Limited on the deal. Conyers provided Bermuda advice to I.T Limited. Clifford Chance advised CVC Capital Partners and Brooklyn Investment Limited.

Morgan Stanley acted as financial adviser to Brooklyn Investment Limited (Offeror), on the proposed privatisation of I.T Limited (I.T), a company listed on the Hong Kong Stock Exchange (stock code: 999). The privatisation will be implemented by way of a scheme of arrangement pursuant to the Companies Act of Bermuda. Upon completion of the proposal, the Offeror will hold 100% of the shares of I.T, and I.T will apply for withdrawal of the listing of its shares on the Hong Kong Stock Exchange.

The privatisation proposal was announced on 6 December 2020. The total amount of cash required to implement the privatisation proposal is approximately HK$1.3 billion (US$168 million).

I.T is incorporated in Bermuda and has been listed on the Main Board of the Hong Kong Stock Exchange since March 2005. It is principally engaged in the design, sourcing and sales of fashion wears and accessories. Its in-house brands include “A Bathing Ape”, “AAPE”, “izzue”, “b+ab”, “5cm”, “fingercroxx”, “: CHOCOOLATE”, “MUSIUM DIV.”, and “Venilla suite”. Licensed brands include “MLB”, “as know as de Rue” and “X-Large”.

The Offeror is a special purpose vehicle held by a consortium formed between the founders of I.T (the current controlling shareholders) and CVC. CVC is a leading private equity and investment advisory firm founded in 1981 with a network of 23 offices and approximately 550 employees throughout Europe, Asia and the US. To date, CVC has secured commitments of more than US$120 billion from some of the world’s leading institutional investors across its private equity strategies. In total, CVC currently manages over US$82 billion of assets.

Slaughter and May’s team included Benita Yu (Picture),  Partner, Jing Chen, Partner, David Chan, Associate, Sam Cheung, Legal Assistant and Florence Ha, Trainee Solicitor.

The Conyers team comprised of Consultant David Lamb and Partner Angie Chu. 

The cross-jurisdictional Clifford Chance team in Hong Kong, Tokyo, Sydney and Beijing included partner and head of Asia Pacific Private Equity Andrew Crook, consultants Brian Harley and Tommy Tam, senior associate I-Ming Tan, and associates Cynthia Zhang, George Lau and Declan Ng. Partner Michihiro Nishi, senior associates Rachel Cheng, Iris Mok and Shunsuke Nagae, and associates Taro Kono and Beanka Chiang also advised on the business restructuring aspects of the transaction, and registered foreign lawyer Eunice Leung and associate Anson Wong were also involved in the scheme aspect of the transaction. Debt refinancing advice was provided by partner Matthew Truman, consultant Michael Pallaras and associate Shawn Tan. Antitrust advice was provided by partners Richard Blewett and Yong Bai, and senior associate Zibo Liu.

Involved fees earner: Yong Bai – Clifford Chance; Richard Blewett – Clifford Chance; Rachel Cheng – Clifford Chance; Beanka Chiang – Clifford Chance; Andrew Crook – Clifford Chance; Taro Kono – Clifford Chance; George Lau – Clifford Chance; Zibo Liu – Clifford Chance; Iris Mok – Clifford Chance; Shunsuke Nagae – Clifford Chance; Declan Ng – Clifford Chance; Michihiro Nishi – Clifford Chance; I-Ming Tan – Clifford Chance; Shawn Tan – Clifford Chance; Matthew Truman – Clifford Chance; Cynthia Zhang – Clifford Chance; Angie Chu – Conyers Dill & Pearman; David Lamb – Conyers Dill & Pearman; David Chan – Slaughter and May; Jing Chen – Slaughter and May; Benita Yu – Slaughter and May;

Law Firms: Clifford Chance; Conyers Dill & Pearman; Slaughter and May;

Clients: Brooklyn Investment Limited; CVC Capital Partners; I.T Limited; Morgan Stanley Asia Limited;

Author: Sonia Carcano