Andrew Barker
Partner
Cayman Islands
Walkers (Cayman) LLP ("Walkers") is pleased to have acted as Cayman Islands legal counsel in respect of the successful redomiciliation of the parent company of Penguin Solutions, Inc., a leading designer and developer of high-performance, high-availability enterprise solutions. The redomiciliation changed the ultimate parent company of the Penguin Solutions group from a Cayman Islands exempted company to a Delaware corporation, which was implemented by way of a Cayman Islands scheme of arrangement (the "Cayman Scheme") and completed on 30 June 2025.
The Cayman Scheme was approved by an overwhelming majority of the company's shareholders at the scheme meeting held on 16 June 2025, and subsequently sanctioned by Order of the Grand Court of the Cayman Islands on 25 June 2025.
At completion, all the issued ordinary shares and preferred shares of Penguin Solutions, Inc., ("Penguin Solutions Cayman"), were exchanged on a one-for-one basis for newly issued shares of common stock and shares of preferred stock, respectively, of Penguin Solutions, Inc., a Delaware corporation ("Penguin Solutions Delaware"). The former shareholders of Penguin Solutions Cayman are now the stockholders of Penguin Solutions Delaware, which is the parent company of the Penguin Solutions group of companies. The common stock of Penguin Solutions Delaware began trading on the Nasdaq Global Select Market on 1 July 2025, with its trading symbol “PENG” remaining unchanged.
Walkers is proud to have worked with the Latham & Watkins teams in Silicon Valley, San Francisco and Orange County in supporting the Penguin Solutions group of companies on this important redomiciliation. Walkers provided all Cayman Islands legal advice in respect of the redomiciliation, including the Cayman Scheme, and Corporate and Finance aspects of the transaction.
The Walkers team advising on the Cayman Scheme was led by Fiona MacAdam (Partner) with support from Siobhan Sheridan (Senior Counsel) and Tiani Purton-Clark (Associate). The Walkers team advising on all Cayman Islands Corporate and Finance aspects of the transaction was led by Andrew Barker (Partner) with support from Michael Beck (Senior Counsel), Joe Healey (Senior Counsel) and Samantha Currie (Associate).
