Appleby Advised Li & Fung (Retailing) Limited on Its Cash Offer for and Compulsory Acquisition of Hang Ten Group Holdings Ltd.

Leading offshore firm Appleby acted as Bermuda counsel for Li & Fung (Retailing) Limited in connection with its acquisition of apparel firm Hang Ten Group Holdings Ltd. for US$340.70 million.

 
Li & Fung (Retailing) Limited, through Perfect Lead Investments Ltd. (the “Offeror”), made a voluntary conditional cash offer for all the issued shares of Hang Ten Group. Hang Ten, which has its origins in surfer wear, makes mass-market casual clothing, selling a majority of its clothes in Taiwan and South Korea.

The company offered HK$2.70 for each of Hang Ten Group’s 982.3 million shares, which amounted to approximately US$340.70 million upon the acceptance of the offer. A compulsory acquisition under section 102 of the Bermuda Companies Act was used to effect the acquisition of the remaining shares from holders who had not accepted the offer. The acquisition was completed on 19 March 2012 when all the outstanding shares were transferred to and registered in the name of the Offeror. Citigroup Global Markets Asia Limited acted as the company’s financial advisor to this acquisition. 
The Appleby team was led by corporate partner, Judy Lee, and associate, Paul Cheuk, while Deacons advised Li & Fung as to Hong Kong law. Appleby’s banking partner, Jeffrey Kirk, along with associate, Rupen Shah, also acted for Citigroup on the financing to the acquisition.
Li & Fung (Retailing) Limited is an investment holding company for the retail businesses of its holding company, Li & Fung (1937) Limited. The company anticipates the deal will boost its presence in the key Asian markets including China, Taiwan, South Korea and Southeast Asia as well as assist with its entrance into the growing segment of casual fashion apparel. Li & Fung also has a long history of buying retail brands such as Fishman & Tobin, a children’s apparel company, and Crimzon Rose, a fashion costume jewelry and accessories company, and a U.S. distribution agreement with Liz Claiborne Inc.