Tiffany and LVMH Modify Merger Price
Tiffany to be Acquired for $131.50 Per Share in
Cash
PARIS and NEW YORK – October 29, 2020 – LVMH Moët Hennessy Louis
Vuitton SE
(“LVMH”), the world’s leading luxury products
group, and Tiffany & Co. (NYSE : TIF) (“Tiffany”), the global
luxury jeweler, today announced that they have concluded an
agreement modifying certain terms of their initial agreement (the
“Merger Agreement”) to reflect a purchase price of $131.50 in cash
and to reduce closing conditionality. Other key terms of the Merger
Agreement remain unchanged. Tiffany and LVMH have also agreed to
settle their pending litigation in the Delaware Chancery Court.
Roger N. Farah, Chairman of the Board of
Directors of Tiffany, commented. “We are very pleased to have
reached an agreement with LVMH at an attractive price and to now be
able to proceed with the merger. The Board concluded it was in the
best interests of all of our stakeholders to achieve certainty of
closing.”
Bernard Arnault, President and CEO of LVMH,
commented: “This balanced agreement with Tiffany’s Board allows
LVMH to work on the Tiffany acquisition with confidence and resume
discussions with Tiffany’s management on the integration details.
We are as convinced as ever of the formidable potential of the
Tiffany brand and believe that LVMH is the right home for Tiffany
and its employees during this exciting next chapter.”
Alessandro Bogliolo, Tiffany CEO, said, “We
continue to believe in the power and value of the Tiffany brand and
the compelling long-term strategic and financial benefits of this
combination.”
The Boards of Directors of LVMH and Tiffany have
approved the terms of the transaction and all required regulatory
approvals have been obtained. The modified Merger Agreement
provides that the regularly scheduled Tiffany quarterly dividend of
$0.58 per share due to be declared on November 19, 2020 will be
declared and paid. The merger is expected to close in early
2021, subject to Tiffany shareholder approval and customary closing
conditions.
LVMHLVMH Moët Hennessy Louis
Vuitton is represented in Wines and Spirits by a portfolio of
brands that includes Moët & Chandon, Dom Pérignon, Veuve
Clicquot Ponsardin, Krug, Ruinart, Mercier, Château d’Yquem,
Domaine du Clos des Lambrays, Château Cheval Blanc, Colgin Cellars,
Hennessy, Glenmorangie, Ardbeg, Belvedere, Woodinville, Volcán de
Mi Tierra, Chandon, Cloudy Bay, Terrazas de los Andes, Cheval des
Andes, Cape Mentelle, Newton, Bodega Numanthia, Ao Yun, Château
d'Esclans and Château du Galoupet. Its Fashion and Leather Goods
division includes Louis Vuitton, Christian Dior Couture, Celine,
Loewe, Kenzo, Givenchy, Pink Shirtmaker, Fendi, Emilio Pucci, Marc
Jacobs, Berluti, Nicholas Kirkwood, Loro Piana, RIMOWA, Patou and
Fenty. LVMH is present in the Perfumes and Cosmetics sector with
Parfums Christian Dior, Guerlain, Parfums Givenchy, Kenzo Parfums,
Perfumes Loewe, Benefit Cosmetics, Make Up For Ever, Acqua di
Parma, Fresh, Fenty Beauty by Rihanna and Maison Francis Kurkdjian.
LVMH's Watches and Jewelry division comprises Bvlgari, TAG Heuer,
Chaumet, Dior Watches, Zenith, Fred and Hublot. LVMH is also active
in selective retailing as well as in other activities through DFS,
Sephora, Le Bon Marché, La Samaritaine, Groupe Les Echos, Cova, Le
Jardin d’Acclimatation, Royal Van Lent, Belmond and Cheval Blanc
hotels.
About Tiffany & Co.In 1837,
Charles Lewis Tiffany founded his company in New York City where
his store was soon acclaimed as the palace of jewels for its
exceptional gemstones. Since then, TIFFANY & CO. has become
synonymous with elegance, innovative design, fine craftsmanship and
creative excellence. During the 20th century, its fame thrived
worldwide with store network expansion and continuous cultural
relevance, as exemplified by Truman Capote’s Breakfast at Tiffany’s
and the film starring Audrey Hepburn.
Today, with more than 14,000 employees, TIFFANY
& CO. and its subsidiaries design, manufacture and market
jewelry, watches and luxury accessories - including nearly 5,000
skilled artisans who cut diamonds and craft jewelry in the
Company’s workshops, realizing its commitment to superlative
quality. TIFFANY & CO. has a long-standing commitment to
conducting its business responsibly, sustaining the natural
environment, prioritizing diversity and inclusion, and positively
impacting the communities in which we operate.
Additional Information and Where to Find
It This communication may be deemed to be solicitation
material in respect of the proposed acquisition of Tiffany &
Co. (the “Company”) by LVMH Moët Hennessy – Louis Vuitton SE
(“Parent”) pursuant to the Amended and Restated Merger Agreement
(the “Amended Merger Agreement”), dated as of October [28], 2020,
by and among the Company, Parent, Breakfast Holdings Acquisition
Corp. (“Holding”) and Breakfast Acquisition Corp. (“Merger Sub”).
In connection with the proposed acquisition, the Company intends to
file relevant materials with the U.S. Securities Exchange
Commission (the “SEC”), including a preliminary proxy statement on
Schedule 14A. Following the filing of the definitive proxy
statement with the SEC, the Company will mail the definitive proxy
statement and a proxy card to each stockholder entitled to vote at
the special meeting relating to the proposed acquisition.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ CAREFULLY ALL RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) FILED WITH THE SEC, INCLUDING THE COMPANY’S
PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED
ACQUISITION. Investors and security holders will be able
to obtain copies of the proxy statement and other documents filed
with the SEC (when available) free of charge at the SEC’s website,
/www.sec.gov or at the Company’s website at
investor.tiffany.com/financial-information or by writing to the
Corporate Secretary at 200 Fifth Avenue, New York, New York 10010,
Attn: Corporate Secretary (Legal Department).
Participants in Solicitation
Tiffany and its directors, executive officers and certain of its
employees may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders in respect of the proposed
acquisition. Information about the directors and executive officers
of the Company is set forth in its proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC on
April 20, 2020. Other information regarding the participants in the
proxy solicitations in connection with the proposed acquisition,
and a description of any interests that they have in the proposed
acquisition, by security holdings or otherwise, will be contained
in the proxy statement and other relevant materials to be filed
with the SEC regarding the proposed acquisition when they become
available. These documents may be obtained for free at the SEC’s
website at www.sec.gov, and via the Company’s Investor Relations
section of its website at
investor.tiffany.com/financial-information.
Forward-Looking
Statements:Certain statements in this communication
including, without limitation, statements relating to the proposed
acquisition and conditions to closing of the proposed acquisition,
may constitute “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995, each as amended. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the consummation of
the proposed acquisition and about the future plans, assumptions
and expectations for the Company’s business and its results.
Forward-looking statements provide current expectations of future
events and include any statement that does not directly relate to
any historical or current fact. Words such as “anticipates,”
“believes,” “expects,” “intends,” “plans,” “projects,” “may,”
“will,” or other similar expressions may identify such
forward-looking statements.
These and other forward-looking statements are
not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those discussed in forward-looking
statements, including, as a result of factors, risks and
uncertainties over which we have no control. The inclusion of such
statements should not be regarded as a representation that any
plans, estimates or expectations will be achieved. You should not
place undue reliance on such statements. Important factors, risks
and uncertainties that could cause actual results to differ
materially from such plans, estimates or expectations include, but
are not limited to, the following: (i) conditions to the completion
of the proposed acquisition may not be satisfied or the regulatory
approvals required for the proposed acquisition may not be
obtained, in each case, on the terms expected or on the anticipated
schedule; (ii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Amended
Merger Agreement or affect the ability of the parties to recognize
the benefits of the proposed acquisition; (iii) the effect of the
announcement or pendency of the proposed acquisition on the
Company’s business relationships, operating results, and business
generally; (iv) risks that the proposed acquisition disrupts the
Company’s current plans and operations and potential difficulties
in the Company’s employee retention; (v) risks that the proposed
acquisition may divert management’s attention from the Company’s
ongoing business operations; (vi) potential litigation that may be
instituted against the Company or its directors or officers related
to the proposed acquisition or the Amended Merger Agreement and any
adverse outcome of any such potential litigation; (vii) the amount
and timing of the costs, fees, expenses and other charges related
to the proposed acquisition, including in the event of any
unexpected delays; (viii) other risks to consummation of the
proposed acquisition, including the risk that the proposed
acquisition will not be consummated within the expected time
period, or at all, which may affect the Company’s business and the
price of the common stock of the Company; (ix) any adverse effects
on the Company by other general industry, economic, business and/or
competitive factors; (x) the COVID-19 pandemic, including the
duration and scope thereof, the availability of a vaccine or cure
that mitigates the effect of the virus, the potential for
additional waves of outbreaks and changes in financial, business,
travel and tourism, consumer discretionary spending and other
general consumer behaviors, political, public health and other
conditions, circumstances, requirements and practices resulting
therefrom; (xi) protest activity in the U.S.; and (xii) such other
factors as are set forth in the Company’s periodic public filings
with the SEC, including but not limited to those described under
the headings “Risk Factors” and “Forward Looking Statements” in its
Form 10-Q for the quarter ended July 31, 2020, its Form 10-K for
the fiscal year ended January 31, 2020, and in its other filings
made with the SEC from time to time, which are available via the
SEC’s website at www.sec.gov. Consequences of material differences
in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material adverse effect on the Company’s financial
condition, results of operations, credit rating, liquidity or stock
price. These risks, as well as other risks associated with the
proposed acquisition, will be more fully discussed in the proxy
statement that will be filed with the SEC in connection with the
proposed acquisition. In addition, there can be no assurance that
the proposed acquisition will be completed, or if it is completed,
that it will close within the anticipated time period, or that the
expected benefits of the proposed acquisition will be realized.
Forward-looking statements reflect the views and assumptions of
management as of the date of this communication with respect to
future events. The Company does not undertake, and hereby
disclaims, any obligation, unless required to do so by applicable
securities laws, to update any forward-looking statements as a
result of new information, future events or other factors. The
inclusion of any statement in this communication does not
constitute an admission by the Company or any other person that the
events or circumstances described in such statement are
material.
LVMH CONTACTS
Analyst and investors Chris
Hollis LVMH + 33 1 44 13 21 22 |
Media Jean-Charles Tréhan LVMH + 33
1 44 13 26 20 Nik Deogun, Jonathan DoorleyBrunswick Group+1
212 333 3810 Aurélia de LapeyrouseBrunswick Group+33 1 53 96
83 72 |
TIFFANY CONTACTS
Analyst and investorsJason Wong+1 973 254
7612jason.wong@tiffany.com |
Media Nathan Strauss+1 646 428
5941nathan.strauss@tiffany.com George Sard, Paul Scarpetta,
Chris KittredgeSard Verbinnen & Co+1 212 687 8080 Eve
Young Sard Verbinnen & Co +44 20 7467 1050 |
- Press Release EN 29 Oct 2020
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