Slaughter and May is advising ASOS plc (“ASOS”) on its agreement with HEARTLAND to enter into a joint venture (the “JV”) and the sale of the Topshop and Topman brands for £135m in cash plus 25% of the shares in the JV. On completion, Heartland will hold 75% of the JV and ASOS Holdings Limited will hold 25%. The JV will also grant to ASOS certain design and distribution rights in relation to the Topshop and Topman brands.
The JV is an investment holding company representing the Holch Polvsen family, and their business BESTSELLER, which owns a 28% shareholding in ASOS. The transaction constitutes a Class 1 and related party transaction for ASOS, and is conditional upon customary antitrust approvals. Completion is expected to occur in Q4 2024. The proceeds of the transaction will be used to improve ASOS’ balance sheet strength. ASOS simultaneously announced a refinancing on which Slaughter and May also advised.
Slaughter and May worked closely with the ASOS legal team led by Rishi Sharma (Interim General Counsel and Company Secretary) and Karen Forbes (Head of Legal – Corporate, Supply Chain & Space).
