MILAN — European private equity group Permira Holdings’ takeover vehicle, Red & Black Lux Srl, has set the price on its tender offer for outstanding shares of Hugo Boss AG, offering minority shareholders 48.33 euros, or $66.46, a common share, and 43.45 euros, or $59.75, a preference share.
Red & Black published the prices Thursday in a legal filing. The offer started Thursday and runs through Aug. 20. Permira is taking over Boss’ parent, Valentino Fashion Group SpA. Under German law, Permira must also launch a full bid for Boss.
Red & Black is not offering Boss minority shareholders a premium. In fact, both classes of Boss shares are trading above the offer price. Red & Black is offering the lowest prices it can under German law, which stipulates a minimum based on the shares’ average trading prices over the last three months.
Red & Black said it was not “necessarily” interested in upping its majority stake in Boss. It is launching the offer out of legal obligation. In other words, the company isn’t concerned about whether or not minority shareholders tender their shares since Red & Black already controls Boss through VFG.
VFG owns almost 51 percent of Boss and Red & Black needs to bid for the remainder. Boss shares are traded on several German stock exchanges.
The cost of the Boss takeover will hinge on how many minority shareholders will tender their shares at a discounted rate. If all Boss minority shareholders tender their shares, the offer will cost Red & Black 1.54 billion euros, or $2.12 billion.
Permira’s Red & Black has already bought 60 percent of VFG from the Marzotto family and other investors. It’s launching a bid for the remainder of the company at 35 euros, or $$48.13, a share with the goal of delisting VFG from the Milan stock exchange. Pending antitrust approval, the VFG tender offer could be in the last week of July and run through the first week of September.
Red & Black’s total price tag for VFG, should all shareholders adhere to its offer, would be about 2.6 billion euros, or $3.58 billion.
This story first appeared in the July 13, 2007 issue of WWD. Subscribe Today.
— Amanda Kaiser