Thelen Represents China-Based Women's Apparel Company Omnia Luo in PIPE and Reverse Merger Deal

NEW YORK, Nov. 1 /PRNewswire/ -- Continuing what has become a steady stream of corporate engagements on behalf of Chinese companies looking to tap into the U.S. financial markets, international law firm Thelen Reid Brown Raysman & Steiner LLP represented Shenzhen-based women's apparel company Omnia Luo Group Limited in its successful $6.15 million Private Investments in Public Equity (PIPE) offering. The deal closed earlier this month.


Omnia Luo designs, markets, and distributes fine women's apparel throughout China . Concurrently with the PIPE transaction, in which the company's public shares were sold to private investors without SEC registration, Omnia Luo also undertook a reverse merger into Wentworth II, Inc., a U.S. public reporting, non-trading shell company. This move should allow the combined company's shares to trade on the over-the-counter markets in the U.S., once an OTCBB or other quotation is obtained. The new company will be named OmniaLuo, Inc.

This transaction is the 10th PIPE deal that Thelen attorneys have worked on for mid-market Chinese companies in 2007. Four of those transactions have been for Shenzhen-based companies. With an office in Shanghai and experienced capital markets attorneys in China and the U.S., Thelen has represented Chinese companies across a diverse range of industry sectors, including security and surveillance, software, manufacturing, minerals, food products, and fertilizers.

Thelen's work was recently recognized by noted capital markets monitor, which ranked the firm among its elite PIPEs legal advisers for the first time. Through October, Thelen served as issuer counsel on 15 PIPE transactions, with a total value of nearly $230 million raised. The firm has been the 7th most active PIPE issuer counsel for 2007, according to Privateraise.

Thelen New York partner David Warburg led the transaction team for Omnia Luo. Shanghai office legal consultant Qiaozhu (Vivian) Chen also worked on the deal.

"With so much attention focused on China's booming stock market, along with private equity and other inbound investment into the country, it's important to note the extent to which Chinese companies across so many sectors are actively returning to the U.S. capital markets for financing, and how many are taking advantage of a robust market for PIPEs and reverse mergers," Mr. Warburg said. "We are pleased to be at the forefront of this cross-border work and hope to see a continued expansion into 2008 and beyond."

About Thelen

Thelen is an international law firm with approximately 600 attorneys and is widely known for its premier practices in the areas of Construction; Corporate/Finance; Technology, Media, and Communications; Energy; and Complex Litigation. Other premier practice areas of the firm include Real Estate, Labor and Employment, Intellectual Property, Bankruptcy, Domestic and International Tax, and Employee Benefits.

SOURCE Thelen Reid Brown Raysman & Steiner LLP