Novo Nordisk A/S v KBP Biosciences Pte. Ltd. & Anor

Facts

Novo Nordisk A/S (Novo) applied ex parte to the Singapore International Commercial Court, in Originating Application No 3 of 2025 and Summons No 11 of 2025, for a worldwide freezing order against KBP Biosciences Pte. Ltd. (KBP) and Huang Zhenhua (Dr Huang), with ancillary disclosure and confidentiality orders. The orders were sought in support of a New York-seated ICC arbitration Novo intended to bring for damages of US$830m. Novo claimed it was misled into believing the defendants had developed an effective drug for hypertension and kidney disease, Ocedurenone, which it acquired under an agreement dated 11 October 2023 that Dr Huang signed for KBP.

Issues

1. Whether Novo had a good arguable case and showed a real risk of dissipation.
2. Whether the New York seat made a Singapore order inappropriate, and whether the tribunal was unable to act effectively.

Holding

The court granted the worldwide freezing order, with a revision to Novo's undertakings permitting enforcement proceedings in the Cayman Islands, and the ancillary disclosure orders. It made no order on confidentiality and reserved costs.

Reasoning

Under s 12A of the International Arbitration Act 1994, the court may act in aid of a foreign-seated arbitration. It found a good arguable case of fraud under New York law: KBP arguably failed to disclose interim trial analyses showing the drug did not work, and Dr Huang, its founder and a 40% shareholder, arguably knew of the unfavourable data when he signed. On dissipation, expert evidence showed transfers totalling US$339.1m to KBP's holding company around closing and US$578.5m in declared dividends, with no clear commercial rationale. Evidence that a seller knowingly misrepresented assets and expects a claim calls into question dealings that put the proceeds beyond the buyer's reach.

The foreign seat did not make the order inappropriate. The defendants had significant Singapore assets, including a KBP deposit of US$218m, and the order would not interfere with the tribunal or the New York courts, since New York law does not permit worldwide Mareva injunctions. No tribunal had been constituted and an emergency arbitrator could not act ex parte, so the case was urgent and the tribunal unable to act effectively. Novo had given the usual undertakings, including as to damages, which it could meet.

From the judgment