Yoox Net-a-Porter tech hub

MILAN – The board of the Yoox Net-a-porter Group has approved the voluntary public tender offer of all ordinary shares at 38 euros each by RLG Italia Holding SpA, indirectly controlled by Compagnie Financière Richemont S.A.

Bank of America Merrill Lynch International Limited and Mediobanca – Banca di Credito Finanziario SpA acted as YNAP’s financial advisers. The board considers the share price “fair,” said YNAP, and is tendering 17,339 treasury shares.

RLG Italia Holding SpA is a special-purpose vehicle through which the public tender offer will be made. If the deal goes through, the intention is to de-list YNAP from the Milan Stock Exchange. YNAP would continue to be run as a separate business in the Richemont stable and its headquarters would remain in Italy.

Last week, Consob, the Italian stock market regulator, approved the offer document related to Richemont’s voluntary public tender offer for all the issued, and to be issued, ordinary shares of YNAP.

The offer document will be published on Sunday, and made available to the public for consultation on Richemont’s web site and other outlets.

The approval process had been briefly held up last month when Consob decided to suspend its review until it could see the YNAP’s 2017 financial results, which were released on March 6. On that occasion, YNAP chief executive officer Federico Marchetti confirmed the group’s 2020 target and stressed independence, claiming nothing was going to change if Richemont succeeds in its bid to acquire all of the e-tailer.

As reported, Richemont’s offer applies to all of YNAP’s ordinary shares that are currently in issue, as well as any new ordinary shares that might be issued upon the exercise of the stock options during the acceptance period.

The total value of the offer amounts to 2.69 billion euros, including the value of the stock options exercisable during the acceptance period. Richemont said the total value would increase to 2.77 billion euros should certain stock options be exercised.

The acceptance period of the offer, as agreed with Borsa Italiana SpA, will be from 8:30 a.m. on March 19 until 5:30 p.m. on May 9 inclusive, and subject to any extension which may be granted by Consob. If the conditions set forth in the offer document are met, the acceptance period will be reopened from 8:30 a.m. on May 21 until 5:30 p.m. on May 25.

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. Richemont’s plan is to acquire 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.

Marchetti, founder of Yoox and ceo 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.


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