Advising Naked Brand Group on its combination with Cenntro Automotive Group

An Eversheds Sutherland team from Hong Kong and Shanghai advised on the deal

Eversheds Sutherland has advised Naked Brand Group in relation to the China and Hong Kong aspects of its combination with Cenntro Automotive Group (Cenntro). 

The transaction is transformational for Naked Brand Group, with the shareholders of Cenntro controlling approximately 70% of the combined entity. As a result Naked Brand Group Limited has changed its name to Cenntro Electric Group Limited. 

Naked Brand Group was an Australian company listed on NASDAQ, and was a leading e-commerce business in intimate apparel prior to the acquisition.  

Cenntro Automotive Group is a commercial EV technology company with advanced, market-validated electric commercial vehicles. Cenntro's product portfolio ranges from last-mile delivery to urban logistics, city service to sustainable farming, and grounds care.

The transaction was announced to markets on 8 November 2021, approved by Naked Brand Group’s shareholders on 21 December 2021 and completed on 30 December 2021.With over US$250 million in cash at completion, the combined group will be strategically positioned and well capitalised to accelerate and scale production. Cenntro has reaffirmed its 2022 delivery guidance to deliver a minimum of at least 20,000 vehicles.

Roderick Lai, Partner, Corporate M&A, commented:

“Electric vehicles are one of the hottest sectors in the world at the moment and this transaction adds to our growing list of automotive deals.

"This transaction has been transformative for the Naked Brand Group and also demonstrates our ability to support global businesses on their most significant “bet-the-ranch” transactions in spite of the global pandemic. In particular, I would highlight how our teams in Hong Kong and mainland China collaborated to help our client to navigate significant strategic issues as part of the transaction.”

The Eversheds Sutherland team was led by Roderick Lai (Partner), with support from Charles Butcher (Head of International M&A, Asia) and teams from Hong Kong and Shanghai:

• Hong Kong Corporate team: Felix Yau (Associate), Jenny Chen (Legal Manager), Katrina Shum (Trainee)
• Hong Kong Banking and Finance team: Jae Lemin (Partner), Karen Lee (Senior Associate), Polly Chiu (Senior Associate)
• Shanghai Corporate Team: Jack Cai (Managing Partner, Shanghai), Richard Cao (Of Counsel), Crespo Zhang (Associate), Chevy Mak (Trainee)

Graubard Miller acted as US counsel and Mills Oakley acted as Australian counsel to Naked Brand Group.