Ermenegildo Zegna Group Completes Acquisition of Tom Ford International and Enters Into a Long-Term License Agreement With The Estée Lauder Companies for TOM FORD FASHION
28 Abril 2023 - 1:15PM
Business Wire
Ermenegildo Zegna N.V. (NYSE: ZGN) (“Zegna Group,” the “Group,”
“Zegna,” or the “Company”), owner of the ZEGNA™ and Thom Browne™
brands, today announced the completion of its acquisition of Tom
Ford International LLC (“TFI”), the company that owns and operates
the TOM FORD fashion business (“TOM FORD FASHION”). The acquisition
is part of a transaction in which sole ownership of the TOM FORD
brand, its trademarks, and other intellectual property rights have
been acquired by The Estée Lauder Companies Inc. (“ELC”).
Before the completion of the acquisition, Zegna Group already
owned 15% of TFI, and in this transaction, it acquired the
remaining 85%.
In connection with the completion of the transaction, Zegna
Group has become a long-term licensee of ELC for all TOM FORD men’s
and women’s fashion as well as accessories and underwear, fine
jewelry, childrenswear, textile, and home design products. Zegna
Group will be in charge of the end-to-end TOM FORD FASHION
business, from collection creation and development to
merchandising, through to production, as well as retail and
wholesale distribution.
The CEO of TOM FORD FASHION has been appointed and is expected
to be announced in July and assume the role in the third quarter of
calendar 2023. The leader will be responsible for the end-to-end
TOM FORD FASHION business. In the meantime, the operations will
continue to be managed by the current management team under the
supervision of a new board chaired by Zegna Group Chairman and CEO
Gildo Zegna.
Transaction Details
- Zegna Group has acquired the 85% equity interest of TFI that it
did not already own. The transaction implies a value for the
acquired 85% stake of TFI at $150 million, on a cash-free and
debt-free basis, assuming a normalized working capital.
- For the year ended December 31, 2022, TFI had revenues of €312
million.1
- TOM FORD FASHION, under Zegna Group, will operate a network of
approximately 50 directly operated TOM FORD stores globally.
- The Zegna Group has entered into a long-term licensing and
collaboration agreement with ELC for 20 years with an automatic
renewal for further 10 years subject to certain minimum performance
conditions.
- Within the first full year post-closing (pre-synergies and
related implementation costs) the transaction is expected to be
accretive on Adjusted EBIT2 for the Zegna Group, though dilutive on
Adjusted EBIT Margin3 in consideration of the royalties payable to
ELC and other factors.
About Ermenegildo Zegna Group
Founded in 1910 in Trivero, Italy, the Ermenegildo Zegna Group
(NYSE: ZGN) is a leading global luxury group. The Group is the
owner of the world-renowned ZEGNA and Thom Browne brands, and
operates TOM FORD FASHION through a long-term license agreement
with The Estée Lauder Companies Inc. The Group also manufactures
and distributes the highest quality fabrics and textiles through
its Luxury Textile Laboratory Platform. At the Group’s core is a
uniquely vertically integrated supply chain that brings together
the best of Italian fine craftsmanship. Responsibility towards
people, community and the natural world has been at the heart of
the Ermenegildo Zegna Group’s belief since its founding by the
Zegna family over 100 years ago. Ensuring the highest quality of
products without compromising the quality of life for future
generations is a commitment carried from the Group’s home in Italy
to its operations around the world. Today the Group operates in
approximately 80 countries around the world through 500 ZEGNA and
Thom Browne stores, of which 304 are directly operated by the Group
as of March 31, 2023 (242 ZEGNA stores and 62 Thom Browne stores).
At the end of 2022, Ermenegildo Zegna Group had more than 6,000
employees and revenues of approximately €1.5 billion.
Forward Looking Statements
This communication contains forward-looking statements that are
based on beliefs and assumptions and on information currently
available to the Company. In some cases, you can identify
forward-looking statements by the following words: “may,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including
strategies or plans related to the transactions described herein,
are also forward-looking statements. These statements 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. Although the Company believes
that it has a reasonable basis for each forward-looking statement
contained in this communication, the Company cautions you that
these statements are based on a combination of facts and factors
currently known and projections of the future, which are inherently
uncertain. In addition, risks and uncertainties are described in
the Company’s filings with the SEC. These filings may identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Most of these factors are
outside the Company’s control and are difficult to predict.
Forward-looking statements in this communication include, but are
not limited to, statements regarding the transactions described
herein, including the benefits of such transactions. In light of
the significant uncertainties in these forward-looking statements,
you should not regard these statements as a representation or
warranty by the Company and its directors, officers or employees or
any other person that the Company will achieve its objectives and
plans in any specified time frame, or at all. The forward-looking
statements in this communication represent the views of Zegna as of
the date of this communication. Subsequent events and developments
may cause that view to change. However, while Zegna may elect to
update these forward-looking statements at some point in the
future, the Company disclaims any obligation to update or revise
publicly forward-looking statements. You should, therefore, not
rely on these forward-looking statements as representing the views
of the Company as of any date subsequent to the date of this
communication.
_____________________ 1 TFI revenues of €312 million euros for
the twelve months ended December 31, 2022, were disclosed in Zegna
Group’s Annual Report (see Form 20-F filed on April 6, 2023, note
20 to the Consolidated Financial Statements on Investments
accounted for using the equity method). Revenues did not include
menswear wholesale revenues through completion of the Fall/Winter
2022 collection, covered by the prior distribution license
agreement with Zegna and reported by Zegna within the Third Party
Brands product line Revenues. 2 Adjusted EBIT is a non-IFRS
financial measure. For a definition of such measure, please see
Zegna’s annual report on Form 20-F. 3 Adjusted EBIT Margin is a
non-IFRS financial measure. For a definition of such measure,
please see Zegna’s annual report on Form 20-F.
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Contacts Investor Relations/Group
Communications/Media Francesca Di Pasquantonio
francesca.dipasquantonio@zegna.com +39 335 5837669
Clementina Tito clementina.tito@zegna.com
Media Brunswick Group Brendan Riley / Daria Danelli /
Marie Jensen briley@brunswickgroup.com /
ddanelli@brunswickgroup.com / mjensen@brunswickgroup.com +1 (917)
755-1454 / +39 348 635 1149 / +33 (0) 6 49 09 39 54
Community Marco Rubino +39 335 6509552
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