MILAN — Italy’s stock market regulator Consob is picking over the paperwork related to Compagnie Financière Richemont’s offer for the entirety of Yoox Net-a-porter Group, and now it wants more details before giving Richemont the green light to proceed.
Late Wednesday, Richemont said Consob was suspending its review of Richemont’s official offer document so that it can take a look at YNAP’s latest financial results for the year ended Dec. 31, 2017. The results are due to be approved by the board of directors on March 6. YNAP is listed on the Milan Stock Exchange.
Sources familiar with Richemont and Consob said this is normal procedure, and it makes sense that Consob would want to see the latest YNAP numbers before pushing the document through. The suspension period cannot exceed 15 days, which will only slightly delay the moment when Richemont can publish the paperwork for the acquisition on its web site and begin marketing its plan to shareholders.
Richemont said the reopening of Consob’s review period will be communicated in a timely manner to the market. It’s expected to be around mid-March. Shareholders can then review it and decide which way to vote, although it’s expected they’ll throw their weight behind Richemont.
The major institutional investors contacted by WWD earlier this month did not respond to requests for comment about how they planned to vote.
On Jan. 22, Richemont revealed its intention to buy all the ordinary shares of Yoox Net-a-porter Group SpA at 38 euros a share, for a value of up to 2.77 billion euros. Richemont’s plan is to acquire the 51 percent of the YNAP shares it does not already own.
“With this new step, we intend to strengthen Richemont’s presence and focus on the digital channel, which is becoming critically important in meeting luxury consumers’ needs,” said Johann Rupert, chairman of Richemont, in January.
“We see a meaningful opportunity to strengthen further Yoox Net-a-porter Group’s leading positioning in luxury e-commerce, growing the business in existing and new geographies, increasing product availability and range, and continuing to develop unparalleled services and content for today’s highly discerning consumers.”
Federico Marchetti, founder of Yoox and chief executive officer of YNAP, said the move marked an “historic event” for the luxury e-tailer, and that he supported Richemont’s decision. The bid values YNAP at about 5.3 billion euros.
The public tender offer will be made through the special-purpose vehicle RLG Italia Holding SpA a company that is in the process of being incorporated. If the deal goes through, the intention is to delist YNAP from the Milan Stock Exchange. YNAP would continue to be run as a separate business in the Richemont stable and its headquarters will remain in Italy.
As reported in November, revenues at YNAP were up 10.7 percent to 481.8 million euros in the third quarter, showing an acceleration in the U.K. and Europe, compared with 435.4 million euros in the same period in of 2016.
On an organic basis, revenue grew 17.7 percent. In the nine months ended Sept. 30, sales gained 13.8 percent to 1.5 billion euros, compared with 1.3 billion euros in the same period last year. On an organic basis, they increased 18.6 percent.