Zegna Group to Begin Trading on NYSE on
December 20, 2021 Under New Ticker Symbol “ZGN”
Leadership Continuity Ensured Through Zegna
Family’s Controlling Stake of Nearly 66%1, 2
Investindustrial to Remain a Significant
Shareholder with an Approximately 13% Stake3; Free Float to be
Approximately 21%
Transaction Delivers Approximately $761 Million
in Gross Proceeds
Merged Entity will have Initial Enterprise
Value of $3.1 Billion with Market Capitalization of $2.4
Billion4
Ermenegildo Zegna N.V. (“Zegna”, “the Group” or “the Company”),
the world-renowned Italian luxury group, today announced the
completion of its business combination with Investindustrial
Acquisition Corp. (NYSE:IIAC) (“IIAC”), a special purpose
acquisition corporation sponsored by investment subsidiaries of
Investindustrial VII L.P. The newly combined company is expected to
commence trading on the New York Stock Exchange under the new
ticker symbol “ZGN” on Monday, December 20, 2021.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20211217005436/en/
The Zegna family will continue its long-term stewardship of the
Company through an ownership stake of nearly 66%. Based on the
transaction value, the merged entity is expected to have an initial
enterprise value of $3.1 billion, an initial market capitalization
of $2.4 billion and will be well capitalized.
The business combination received the strong support of IIAC’s
shareholders at a meeting held on December 15, 2021, at which over
97% of the votes cast were in favor of the transaction.
Ermenegildo Zegna, CEO of Zegna Group, will ring the opening
bell at the New York Stock Exchange at 9:30 am Eastern Time on
Monday, December 20, 2021. He will be joined by Thom Browne,
members of the Zegna and Thom Browne leadership teams, by Zegna
Board member Paolo Zegna, and by Andrea C. Bonomi, Founder of
Investindustrial and Chairman of the Industrial Advisory Board, and
Sergio Ermotti, Chairman of Investindustrial Acquisition Corp. A
live stream of the event and replay can be accessed by visiting
https://www.nyse.com/bell.
Ermenegildo “Gildo” Zegna, CEO of Zegna Group, said:
“Today marks a monumental milestone for Zegna and is the beginning
of an exciting and pivotal new chapter in our 111-year legacy. What
began as a wool mill built by my grandfather has now become a
publicly traded, modern luxury group with a one-of-a-kind
manufacturing platform, sophisticated digital operations and global
scale and reach. We are well positioned to accelerate the
successful strategies of the Zegna Group’s two core brands, Zegna
and Thom Browne, while also continuing to build upon our heritage,
our ethos of sustainability, and the unique craftsmanship that has
made our name synonymous with excellence and luxury around the
world. We will continue to meet our clients’ changing needs while
working to attract new, younger clients through exciting
collaborations and digital innovation across the Group.”
Mr. Zegna continued, “I am very happy with the Zegna Group’s
performance. Our enhanced focus on our legacy brand, the
strengthening of our luxury textile platform and the dynamic pace
of Thom Browne have supported a strong recovery this year, which
has accelerated over the summer and continues today with solid
growth in revenues relative to the same period of 2020. At the end
of November 2021, the Group’s worldwide performance year-to-date is
substantially in line with pre-COVID-19 levels. We are confident in
our ability to further strengthen our leadership position in the
global luxury market while keeping sustainability and care for the
people around us at the heart of everything we do. Today’s
announcement unlocks the doors to a brighter future – while we
continue to follow our own path.”
Andrea C. Bonomi, Founder of Investindustrial and Chairman of
the Industrial Advisory Board, said: “We are thrilled about the
encouraging feedback we have received, as well as the positive
reaction to the business combination with Zegna from the markets,
investors and the financial community. This excitement is evidenced
by the amount of capital that has been raised to support the
transaction, as well as by the participation of major institutional
investors. Since the very beginning we have strongly believed in
this partnership, and we are ready to work together and support
Zegna in the future to continue its unique history of growth,
craftmanship, heritage and sustainability.”
Sergio Ermotti, Chairman of Investindustrial Acquisition
Corp., said: “During recent months, the transaction has
garnered strong interest from the investment community as
demonstrated by the excellent participation we had at roadshows and
at our Analyst Day on November 23, 2021. IIAC believes in the
strength of this business combination, and we are excited about our
partnership with Zegna.”
Earlier this year, Zegna demonstrated its continued momentum,
delivering strong sales and profitability for the first half of
2021, with revenues up 50% year-over-year. The Group’s ongoing
growth in the luxury leisurewear segment, as well as its resonance
with a new generation of customers, uniquely positions it for
long-term success.
Transaction Overview
The transaction delivered approximately $761 million in gross
proceeds (before transaction expenses and the repurchase of shares
from the controlling shareholders), consisting of $169 million cash
from IIAC’s trust account (after redemptions), a fully committed
$250 million PIPE (which, in light of strong investor demand, was
upsized by $50 million versus the original target amount), $125
million from the additional backstop PIPE previously announced, and
approximately $217 million5 in a forward purchase agreement with
Strategic Holding Group S.à r.l., an affiliate of IIAC’s sponsor
(“SHG”). The resulting combination of investors provides a
well-diversified and high-profile investor base which will help
continue Zegna’s success in the public equity markets.
Under the forward purchase agreement, SHG invested approximately
$217 million in the combined Company. This investment, together
with relevant sponsor promote shares vested at closing, and
investments in the PIPE financing and the backstop PIPE financing,
provides SHG with approximately 13% of the outstanding ordinary
shares of the Company.
A more detailed description of the transaction terms will be
included in a Report on Form 20-F to be filed by Zegna Group with
the U.S. Securities and Exchange Commission (“SEC”), as well as in
the previous filings of IIAC and Zegna made with the SEC and
available on the SEC’s website at www.sec.gov.
Advisors
UBS Investment Bank is acting as exclusive financial advisor to
Ermenegildo Zegna Group and as co-lead placement agent on the PIPE,
with a team led by UBS Italy Country Head Riccardo Mulone. Sullivan
& Cromwell LLP is acting as legal advisor to Ermenegildo Zegna
Group. Deutsche Bank, Goldman Sachs Bank Europe, SE – Succursale
Italiana, JP Morgan Securities Plc and Mediobanca are acting as
financial advisors to Investindustrial Acquisition Corp. Deutsche
Bank, Goldman Sachs & Co. LLC and JP Morgan Securities Plc are
acting as co-lead placement agents on the PIPE. Mediobanca has
provided a fairness opinion to Investindustrial Acquisition Corp.’s
Board of Directors. Chiomenti and Kirkland & Ellis LLP are
acting as legal advisor to Investindustrial Acquisition Corp.
Shearman & Sterling LLP is acting as legal advisor to the
placement agents.
About Ermenegildo Zegna Group
Founded in 1910 in Trivero, Italy, by Ermenegildo Zegna, the
Zegna Group designs, creates and distributes luxury menswear and
accessories under the Zegna brand, as well as womenswear, menswear
and accessories under the Thom Browne brand. Through its Luxury
Textile Laboratory Platform – which works to preserve artisanal
mills producing the finest Italian fabrics – the Zegna Group
manufactures and distributes the highest quality fabrics and
textiles. Zegna products are sold through over 500 stores in 80
countries around the world, of which 284 are directly operated by
Zegna as of June 30, 2021 (239 Zegna stores and 45 Thom Browne
stores). Over the decades, Zegna Group has charted Our Road: a
unique path that winds itself through era-defining milestones that
have seen the Group grow from a producer of superior wool fabric to
a global luxury group. Our Road has now led us to New York, where
the Group will be listed on the New York Stock Exchange. And while
we continue to progress on Our Road to tomorrow, we remain
committed to upholding our founder’s legacy – one that is based
upon the principle that a business’s activities should help the
environment. Today, the Zegna Group is creating a lifestyle that
marches to the rhythm of modern times while continuing to nurture
bonds with the natural world and with our communities that create a
better present and future.
About Investindustrial Acquisition Corp.
IIAC is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization, or similar business combination with one
or more businesses, now a wholly owned subsidiary of Zegna. IIAC
was sponsored by Investindustrial Acquisition Corp. L.P., a limited
partnership whose majority investor is an independently managed
investment subsidiary of Investindustrial VII L.P.
About Investindustrial
Investindustrial is a leading European group of independently
managed investment, holding and advisory companies with €11 billion
of raised fund capital. With ESG principles deeply embedded into
the Firm’s core approach, Investindustrial has a 30-year history of
providing mid-market companies capital, industrial expertise,
operational focus and global platforms to accelerate sustainable
value creation and international expansion. Additional information
is available at www.investindustrial.com
For additional information, please visit
https://www.zegnagroup.com/en/news/.
Forward-Looking Statements
This press release includes forward-looking statements that
involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. These statements may
include terms such as “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “ongoing,” “target,”
“seek” or similar terms. Such forward-looking statements, including
with respect to the proceeds and the benefits of the business
combination, involve risks, uncertainties and other factors that
may cause actual results, levels of activity, performance or
achievements to be materially different from the information
expressed or implied by these forward-looking statements. Such
risks, uncertainties and factors include the ability to achieve the
anticipated benefits of the Business Combination, the risk that the
Business Combination disrupts current plans and operations as a
result of the consummation of the Business Combination, general
economic, political and business conditions, applicable taxes,
inflation, interest rates and the regulatory environment, the risk
that Zegna may not be able to maintain the recognition, integrity
or reputation of its brands or is unable to anticipate trends and
identify and respond to new and changing consumer preferences,
Zegna’s failure to implement its strategy, any disruption in
Zegna’s manufacturing and logistics facilities, fluctuations in the
price or quality of, or disruptions in the availability of, raw
materials used in Zegna’s products, Zegna’s inability to negotiate,
maintain or renew its license agreements and strategic alliances,
the outcome of any potential litigation, government or regulatory
proceedings, changes in macro-economic conditions and tourist
traffic and demand, Zegna’s ability to retain certain key personnel
and craftsmen, any disruption in Zegna’s information technology,
including as a result of cybercrimes, Zegna’s competitive position,
risks related to Zegna’s management team’s limited experience in
managing a public company, Zegna’s intellectual property position,
including its ability to protect and maintain its intellectual
property rights, fluctuations in foreign currency exchange rates
that could result in currency transaction losses that negatively
impact Zegna’s financial results and the anticipated transaction
proceed uses and sources, the ability of the combined company to
grow and manage growth profitably and retain its key employees, the
inability to maintain the listing of the combined company’s
securities on the New York Stock Exchange following the business
combination, the impact of the global COVID-19 pandemic on any of
the foregoing, and other risks and uncertainties, including those
described in the proxy statement/prospectus relating to the
business combination filed by Zegna with the SEC on November 29,
2021 and other documents filed by Zegna from time to time with the
SEC. Most of these factors are outside Zegna’s control and are
difficult to predict. In light of the significant uncertainties in
these forward-looking statements, you should not regard these
statements as a representation or warranty by Zegna, its directors,
officers or employees or any other person that Zegna will achieve
its objectives and plans in any specified time frame, or at all.
The Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based, except
as required by law.
1 This figure includes shares invested by existing Zegna
shareholders and investment into the PIPE by members of the Zegna
family. 2 The ownership percentages included in this press release
exclude from the computation of ordinary shares outstanding
approximately 5 million shares held in escrow subject to release if
certain targets are attained. 3 This figure includes shares
invested in the PIPE and in the backstop PIPE financing. 4 Initial
Enterprise Value and Market Capitalization incorporate the impact
of the 50% Sponsor promote shares to be issued at closing of the
transaction and assume: a) a price of $10.00 per share at closing
of the transaction; b) no impact from private and public warrants
outstanding (given they become exercisable at $11.50 per share). 5
$217 million corresponds to the minimum effective issue price per
share of $9.65 agreed in the forward purchase agreement. The actual
forward purchase is denominated in Euros and amounted to
approximately €192 million.
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version on businesswire.com: https://www.businesswire.com/news/home/20211217005436/en/
Media Ermenegildo Zegna Group
Domenico Galluccio +39 335 5387288 Brunswick Group Brendan Riley /
Lidia Fornasiero / Marie Jensen +1 (917) 755-1454 / +39 335 6078082
/ +33 (0) 6 49 09 39 54 Investindustrial & Investindustrial
Acquisition Corp. Maitland David Sturken / Jonathan Cook +44 (0)
7990 595 913 / +44 (0) 7730 777 865 Investors Ermenegildo Zegna Group Francesca Di
Pasquantonio +39 335 5837669 Francesca.dipasquantonio@zegna.com
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